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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
Weekly Roundup: May 27-June 2, 2022
Statement by Commissioner Peirce on Proposed Updates to Names Rule Posted by Hester M. Peirce, U.S. Securities and Exchange Commission, on Friday, May 27, 2022 Tags: Asset management, ESG, Institutional Investors, SEC, SEC rulemaking, Securities regulation, Transparency Statement by Chair Gensler on Proposed Updates to Names Rule Posted by Gary Gensler, U.S. Securities and Exchange Commission, on Friday, May 27, 2022 Tags: Asset management, ESG, Institutional Investors, SEC, SEC […]
Click here to read the complete postClimate Stewardship
Climate change is a key systemic risk, representing both a strategic and business challenge for all companies in our portfolios. Since 2014, we have prioritized climate change as a core theme of our stewardship activities. Voting and Engagement Voting Policy We believe climate change poses a systemic risk to all companies in our portfolios. The […]
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Posted in Corporate Elections & Voting, ESG, Institutional Investors, Practitioner Publications
Tagged Asset management, Climate change, Engagement, Environmental disclosure, ESG, Index funds, Institutional Investors, Shareholder voting
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Conducting Effective Board Assessments
Board and committee assessments are a critical part of driving continuous improvement in board performance. A well-executed assessment can help provide real insights into how a board operates and how directors work with one another. It will include both quantitative and qualitative aspects. And it leads to actionable takeaways that can make a real difference. […]
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Posted in Accounting & Disclosure, Boards of Directors, Institutional Investors, Practitioner Publications
Tagged Board evaluation, Board oversight, Board performance, Boards of Directors, Engagement, Institutional Investors
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Revisiting the Board’s Oversight Role After In re: Boeing Co.
Recent rulings in the United States and overseas, coupled with the Securities and Exchange Commission’s (SEC) recently proposed disclosure rules covering climate-risk disclosures, underscore the attention boards of directors and management must continue to pay to climate change and its potential impact on business operations and the risks faced by companies across all sectors of […]
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Posted in Accounting & Disclosure, Court Cases, ESG, Practitioner Publications, Securities Litigation & Enforcement
Tagged Board oversight, Boeing, Caremark, Corporate liability, Delaware cases, Delaware law, ESG, Liability standards, Misconduct, Securities litigation, Shareholder suits
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The Modern State and the Rise of the Business Corporation
The two great institutions of modernity are the corporation and the state. Together, these twin behemoths account for much of the bureaucracy, market-based exchange, impersonal social interaction, centralized power, and formal equality that characterize the experience of modern life. In a new paper forthcoming in the Yale Law Journal, we ask why these two institutions […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation
Tagged Corporate forms, Corporate liability, Legal history, Legal systems
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How Universal Proxy Card Notices Work
Like all good and sound SEC regulations, the one on Universal Proxy Cards (UPC) calls for some new notices—to shareholders, from the company, among activist investors, to the SEC, etc. etc. The new UPC rule has some novel notice requirements for activists. Others are similar to existing notice processes. Complying with these should be straightforward. […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Institutional Investors, Proxy voting, SEC, Securities regulation, Shareholder activism, Shareholder voting, Universal proxy ballots
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ESG Task Force “Lifts the Vale” on Its Scrutiny of ESG Disclosures
Since early 2021, the SEC has emphasized that ESG-related issues are important to investors and a key SEC disclosure and enforcement priority. Although the agency’s heightened focus on these issues led to the recent proposal for new climate disclosures, the SEC also has made clear that it would seek to bring cases under existing law and not […]
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Posted in Accounting & Disclosure, Court Cases, ESG, International Corporate Governance & Regulation, Practitioner Publications, Securities Litigation & Enforcement
Tagged Brazil, Corporate crime, Corporate fraud, Disclosure, ESG, International governance, Misconduct, SEC enforcement, Securities enforcement
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Board Gatekeepers
In September of 2016, news broke that employees at Wells Fargo had been moving customers’ funds into newly created fake accounts—without customer consent—in order to boost their sales figures. For outsiders, the aftermath was shocking; regulators fined Wells Fargo $3 billion and Wells Fargo fired 5,300 employees. But for the board of directors, the now-infamous […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, ESG
Tagged Board composition, Board dynamics, Board independence, Board performance, Boards of Directors, Diversity, Oversight
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Corporate Governance Update: Solving the Board Composition Puzzle
Determining the proper composition of a public company board is a bit like trying to find the solution to a challenging, dynamic puzzle. Once solved, the puzzle updates to a slightly different configuration that then requires a new answer. With a limited number of board seats to fill, nominating committees must identify director candidates who […]
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Posted in Boards of Directors, ESG, Institutional Investors, Practitioner Publications
Tagged Board composition, Board performance, Boards of Directors, California, Director qualifications, Diversity, ESG, State law
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