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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
Proxy Voting Guidance Update
In January 2020, Institutional Shareholder Services and the U.S. Securities and Exchange Commission agreed to stay litigation filed by ISS in October challenging the SEC’s interpretation and guidance related to voting recommendations of proxy advisers and their use. Announced in August 2019, the SEC’s guidance aims to enhance the accuracy and transparency of the information […]
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Posted in Accounting & Disclosure, Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged ISS, Proxy advisors, SEC, SEC rulemaking, Securities regulation, Shareholder voting
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Professor Bebchuk’s Errant Attack on Stakeholder Governance
In an article posted on the Harvard Law School Forum on Corporate Governance blog, Professor Lucian Bebchuk rejects stakeholder governance and, in so doing, attacks the committed positions of influential institutions as varied as the Business Roundtable, the World Economic Forum, BlackRock, State Street, Vanguard, the UK Financial Reporting Council, and the European Union High-Level […]
Click here to read the complete post“Operation Codebreaker” and the Culture of Compliance
The latest revelations in baseball’s sign-stealing scandal confirm more explicitly than ever its relevance to corporate governance across industry sectors, particularly the board’s critical obligation to preserve a culture of compliance within the organization. Moreover, the new revelations serve to refocus attention on compliance and ethics at a time when organizational interest and budgetary support […]
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications
Tagged Board oversight, Compliance & ethics, Corporate culture, Fiduciary duties, Misconduct, Oversight
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The Federal Reserve’s New “Control” Framework—Greater Opportunities for Minority Investments
On January 30, 2020, the Board of Governors of the Federal Reserve System issued a final rule that would update and revise, to some degree, its framework for finding “control” under the Bank Holding Company Act of 1956, as amended (BHC Act). The new control rule (Control Rule) expands the relationships that an investor can […]
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Posted in Banking & Financial Institutions, Corporate Elections & Voting, Financial Regulation, Practitioner Publications
Tagged Bank Holding Company Act, Banks, Controlling shareholders, Federal Reserve, Financial regulation, Management, Proxy fights, Shareholder voting
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ESG Disclosures—Considerations for Companies
Recent months have seen institutional investors, multinational organizations and the private sector emphasize the lack of (and importance of) comparable and decision-useful ESG disclosures. Some of the key issues in considering ESG disclosures are: Choice of Framework and Content. Despite the growing recognition of the need for standardized reporting metrics, companies continue to face a […]
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Posted in ESG, International Corporate Governance & Regulation, Practitioner Publications, Securities Regulation
Tagged Climate change, Disclosure, Environmental disclosure, ESG, Institutional Investors, International governance, Long-Term value, Materiality, Risk, Risk disclosure, Securities regulation, Sustainability
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CII Comment Letter on Proposed Amendments to Rule 14a-8
The Council of Institutional Investors (CII), appreciates the opportunity to provide comments to the United States (U.S.) Securities and Exchange Commission (SEC or Commission) in response to proposed amendments to Rule 14a-8 (the “Rule”) in Release No. 34–87458, Procedural Requirements and Resubmission Thresholds Under Exchange Act Rule 14a–8 (the “Release”). CII is a nonprofit, nonpartisan […]
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Posted in Corporate Elections & Voting, Institutional Investors, Practitioner Publications, SEC Comment letters, Securities Regulation
Tagged Boards of Directors, Comment letters, Institutional Investors, Proxy advisors, Proxy voting, SEC, SEC rulemaking, Securities regulation, Shareholder proposals, Shareholder voting
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The Illusory Promise of Stakeholder Governance
Corporate purpose is now the focus of a fundamental and heated debate, with rapidly growing support for the proposition that corporations should move from shareholder value maximization to “stakeholder governance” and “stakeholder capitalism.” In a new study, The Illusory Promise of Stakeholder Governance, we critically examine the increasingly influential “stakeholderism” view, according to which corporate […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Corporate Social Responsibility, ESG, HLS Research
Tagged Accountability, Business Roundtable, Corporate Social Responsibility, Entrenchment, ESG, Program on Corporate Governance, Shareholder primacy, Stakeholders
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Investment Company Institute Comment Letter to SEC on Proposed Rules for Proxy Voting Advice and Shareholder Proposals
The Investment Company Institute supports the Commission’s examinations of proxy advice and the shareholder proposal rule. The Commission’s proposals would affect registered investment companies (“funds”) as both investors and issuers. As investors, funds may retain proxy advisory firms for administrative or research services. As issuers, funds receive proposals from their own shareholders; as investors, funds […]
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Posted in Accounting & Disclosure, Corporate Elections & Voting, Institutional Investors, Practitioner Publications, SEC Comment letters, Securities Regulation
Tagged Comment letters, Disclosure, Institutional Investors, Proxy advisors, Proxy voting, SEC, SEC rulemaking, Securities regulation, Shareholder voting
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Top 10 ESG Trends for the New Decade
If the 2010s laid the groundwork for ESG corporate practices through debate and policy development, the 2020s will be about putting ESG into action. Our new decade is expected to see widespread adoption of ESG-related practices as the norm. The 2010s: Building Momentum To fully appreciate the shift from debate to action in ESG practices, […]
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Posted in Accounting & Disclosure, Boards of Directors, ESG, Institutional Investors, Practitioner Publications
Tagged Climate change, Disclosure, Diversity, Engagement, Environmental disclosure, ESG, Executive Compensation, Institutional Investors, Shareholder activism, Stewardship
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CII Comment Letter on Proposed Proxy Rules for Proxy Voting Advice
The Council of Institutional Investors (CII), appreciates the opportunity to provide comments to the United States (U.S.) Securities and Exchange Commission (SEC or Commission) in response to proposed amendments to the federal proxy rules published on December 4, 2019, in SEC Release No. 34–87457, Amendments to Exemptions From the Proxy Rules for Proxy Voting Advice […]
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