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Program on Corporate Governance Advisory Board
- Peter Atkins
- David Bell
- Kerry E. Berchem
- Richard Brand
- Daniel Burch
- Paul Choi
- Jesse Cohn
- Arthur B. Crozier Christine Davine
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Human Capital Management Disclosure
Current law does not require much from a public company in the way of disclosing information concerning its workforce (its “human capital”) outside the C-suite or with respect to the philosophies, policies and practices it implements to select, oversee, nurture and develop that workforce (its system of “human capital management”). Under SEC disclosure requirements (Item […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Regulation
Tagged Compensation disclosure, Compensation ratios, Disclosure, Human capital, Regulation S-K, SEC, Securities regulation, Stakeholders, Whistleblowers
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Virtual Annual Meetings and Coronavirus
With rising concerns around the spread of COVID-19 (“coronavirus”) in the United States and globally, in order to mitigate health risks, many public companies may consider adding a virtual component to the format of their annual shareholder meetings. In the United States, state law generally governs the availability of a virtual meeting format. At the federal level, […]
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Posted in Boards of Directors, Institutional Investors, Practitioner Publications
Tagged COVID-19, Engagement, Proxy advisors, Proxy voting, Risk, Shareholder meetings, State law, Virtual meetings
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Weekly Roundup: March 13-19, 2020
Joint Venture Governance Index: Calibrating the Strength of Governance in Joint Ventures Posted by James Bamford, Geoff Walker, and Martin Mogstad, Water Street Partners LLC, on Friday, March 13, 2020 Tags: Board composition, Boards of Directors, Compliance & ethics, Corporate forms, ESG, Joint ventures, Surveys A Case of Mistaken Identity: Correcting the Record on EVA Posted by Subodh Mishra, Institutional Investor Services, Inc., […]
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Novel coronavirus (COVID-19) continues to dominate headlines as confirmed cases of the virus escalate. As of March 2, 2020, the World Health Organization reported over 80,100 confirmed cases of the disease in China, and roughly another 8,800 elsewhere. These developments have led global markets to decline precipitously, local economies to suffer and governments to take […]
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Posted in Mergers & Acquisitions, Practitioner Publications
Tagged Adverse effects, Covenants, COVID-19, Due diligence, Mergers & acquisitions, Offer pricing, Risk, Risk management
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Is Managerial Entrenchment Always Bad and Corporate Social Responsibility Always Good?
Corporate governance research is highly concerned with how to ensure that senior management acts in the benefit of the firm’s shareholders. Through the adoption of corporate governance provisions or through the engagement in CSR, scholars predict there will be less room for managerial opportunism and stronger incentives for generating shareholder value. The empirical evidence has, […]
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Posted in Academic Research, Corporate Social Responsibility, ESG
Tagged Agency costs, Agency model, Corporate Social Responsibility, Entrenchment, ESG, Long-Term value, Management, Shareholder value, Short-termism
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New Report on California Board Gender Diversity Mandate
As required by SB 826, California’s board gender diversity law, the California Secretary of State has posted its March 2020 report on the status of compliance with the new law. The report combines information gathered in the July 2019 report (see this PubCo post) with data for the additional six-month period of July 1, 2019 […]
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Posted in Boards of Directors, ESG, Practitioner Publications
Tagged Board composition, Boards of Directors, California, Diversity, ESG, Public firms, State law
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Executive Pay Matters—Say-on-Pay 2019 Annual Update
1. Say-on-pay (SoP) voting results are very similar to the prior year results Absolute number of companies failing the SoP vote increased by one from 2018 (56) to 2019 (57), while the overall failure rate (3%) held steady Average support for SoP proposals has remained generally flat at around 90% for the past nine years […]
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Posted in Boards of Directors, Corporate Elections & Voting, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Executive Compensation, Institutional Investors, ISS, Management, Pay for performance, Say on pay, Shareholder voting
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