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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
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino
- Steven J. Williams
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
The Impact of Coronavirus Fears on Annual Shareholder Meetings
As governments, regional authorities, and companies adopt measures to curtail the spread of coronavirus, we are seeing an impact on annual shareholder meetings to be held in the coming months. Coronavirus, a respiratory disease, has been detected in 70 locations internationally and has been deemed “a public health emergency of international concern by the World […]
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications, Securities Regulation
Tagged Asia, Boards of Directors, China, COVID-19, Europe, International governance, Proxy season, Risk, Risk management, Securities regulation, Shareholder voting, Virtual meetings
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Is the Coronavirus Killing the Proxy Season?
Everybody is talking about it: the coronavirus or COVID-19. It has started to impact the global economy and affect people’s everyday lives. Will it impact the 2020 proxy season as well? The vast majority of public companies in the U.S. hold their annual shareholder meeting between April and June. Most of these companies require in […]
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Posted in Boards of Directors, Corporate Elections & Voting, Practitioner Publications
Tagged Boards of Directors, Proxy contests, Proxy season, Risk, Shareholder activism, Shareholder voting
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A New Framework for Executive Compensation
The nature of change in business today differs from the past in both magnitude and pace: Technology is disrupting fundamental business models, forcing transformation across whole industries. According to a 2019 Accenture study, 71 percent of 10,000 companies in 18 industry sectors are “either in the throes of or on the brink of significant disruption.” Similarly, […]
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Posted in Boards of Directors, Executive Compensation, Practitioner Publications
Tagged Boards of Directors, Compensation committees, Executive Compensation, Executive performance, Firm performance, Incentives, Long-Term value, Management
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A Case of Mistaken Identity: Correcting the Record on EVA
In recent months, critics have emerged with claims that Economic Valued Added (EVA) is a less effective judge of corporate performance than other metrics, particularly in comparison to EBITDA. The assertions are based on studies that purport to show that EVA is less correlated to shareholder returns than EBITDA. These critics also express concern over […]
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Posted in Accounting & Disclosure, Institutional Investors, Practitioner Publications
Tagged Accounting, Capital markets, Firm performance, Firm valuation, Shareholder value
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Joint Venture Governance Index: Calibrating the Strength of Governance in Joint Ventures
Twelve years ago, we co-authored with CalPERS a set of guidelines for joint venture governance. At the time we argued, and still believe, that good governance in joint ventures strongly correlates with sustained financial performance, sound management of risks, and the ability of JVs to adapt to the changing needs of the market and their […]
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Posted in Accounting & Disclosure, Boards of Directors, Comparative Corporate Governance & Regulation, ESG, Practitioner Publications
Tagged Board composition, Boards of Directors, Compliance & ethics, Corporate forms, ESG, Joint ventures, Surveys
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Weekly Roundup: March 6-12, 2020
Potential Impact of New SEC Guidance on Performance Metrics on Disclosure of ESG Metrics Posted by Lee T. Barnum, Donna Mussio, and Mary Beth Houlihan, Fried, Frank, Harris, Shriver & Jacobson LLP, on Friday, March 6, 2020 Tags: Disclosure, Environmental disclosure, ESG, Information environment, Regulation S-K, Reporting regulation, SEC, Securities regulation, Sustainability, Transparency US Securities Law Liability for Securities Issuers Outside the U.S. Posted by Kevin […]
Click here to read the complete postThe Road to Glasgow
Introduction Sir David Attenborough’s prophetic introduction has exposed the scale of the challenges and hinted at the enormous opportunities before us. And the Secretary of State has just described the prospect of a lasting COP 26 legacy and the opportunity for finance to be the force for good we know it can be. Now is […]
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Posted in ESG, International Corporate Governance & Regulation, Practitioner Publications
Tagged Climate change, Disclosure, Environmental disclosure, ESG, Europe, International governance, Sustainability, UK
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Passive Investors Get Active on Sustainability Risks
After all the Best Wishes cards, executives and board members have become accustomed to receiving another type of letter every January. These coming from the CEOs of two of their largest investors, BlackRock and State Street Global Advisors (SSgA), managing respectively USD 6.96 trillion and 2.95 trillion of assets. Larry Fink (BlackRock) and Cyrus Taraporevala […]
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Posted in Accounting & Disclosure, Boards of Directors, ESG, Institutional Investors, Practitioner Publications
Tagged BlackRock, Boards of Directors, Climate change, Disclosure, Environmental disclosure, Fiduciary duties, Institutional Investors, SASB, SSgA, Sustainability
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The Toshiba Securities Litigation: Perils For Foreign Issuers
On January 28, 2020, following remand from the Ninth Circuit, the district court in Stoyas v. Toshiba Corp. denied a motion to dismiss a complaint asserting claims under the U.S. Securities Exchange Act of 1934 (the “Exchange Act”) and Japanese law against a foreign issuer on behalf of investors in unsponsored American Depositary Receipts (“ADRs”), […]
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Posted in Court Cases, International Corporate Governance & Regulation, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged California, Foreign issuers, International governance, Japan, Morrison v. National Australia Bank Ltd., Section 10(b), Securities litigation, Securities regulation, U.S. federal courts
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Speech by Commissioner Roisman at the Council of Institutional Investors Conference
I. Introduction Thank you for inviting me to speak today, at CII’s Spring 2020 Conference. Since I assumed office eighteen months ago, I believe I have had more meetings with CII and its members than any other group. I have appreciated these candid exchanges of ideas, and they have influenced my thinking about many issues […]
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Posted in Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Securities Regulation, Speeches & Testimony
Tagged Conflicts of interest, Institutional Investors, Investment advisers, Proxy season, Proxy voting, SEC, Securities regulation, Shareholder proposals, Shareholder voting, Universal proxy ballots
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