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HLS Faculty & Senior Fellows
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
ESG Performance and the Credit Markets
The view that it is not only possible to do well by doing good, but that doing good is critical to doing well in the long run, has come to the fore in the investment community. Environmental, social and governance (ESG) issues are, as State Street says, “a matter of value, not values.” In his […]
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Posted in Accounting & Disclosure, ESG, Practitioner Publications
Tagged Credit risk, Disclosure, Environmental disclosure, ESG, Information environment, Risk management, Sustainability, Transparency
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Society for Corporate Governance Comment Letter on Proposed Amendments to Rule 14a-8
The Society for Corporate Governance (the “Society”) appreciates the opportunity to provide comments to the U.S. Securities and Exchange Commission (“SEC” or “Commission”) on the Procedural Requirements and Resubmission Thresholds under Exchange Act 14a-8 (the “Proposed Rule”). Founded in 1946, the Society is a professional membership association of more than 3,700 corporate and assistant secretaries, […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications, SEC Comment letters, Securities Regulation
Tagged Comment letters, Institutional Investors, Rule 14a-8, SEC, SEC rulemaking, Securities regulation, Shareholder proposals, Shareholder voting
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Spotlight on Boards
The ever-evolving challenges facing corporate boards prompt periodic updates to a snapshot of what is expected from the board of directors of a public company—not just the legal rules, or the principles published by institutional investors and various corporate and investor associations, but also the aspirational “best practices” that have come to have equivalent influence […]
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Posted in Boards of Directors, ESG, Institutional Investors, Practitioner Publications
Tagged Board oversight, Boards of Directors, Corporate culture, Engagement, ESG, Institutional Investors, Long-Term value, Management, Risk management, Sustainability
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Business Roundtable Comment Letter to SEC on Proposed Proxy Rules for Proxy Voting Advice
This letter is submitted on behalf of Business Roundtable, an association of chief executive officers who collectively lead companies with more than 15 million employees and $7 trillion in revenues. Business Roundtable members invest nearly $147 billion in research and development. In addition, our companies annually pay $296 billion in dividends to shareholders and generate […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications, SEC Comment letters, Securities Regulation
Tagged Comment letters, Conflicts of interest, Disclosure, Institutional Investors, Proxy advisors, Proxy voting, SEC, SEC rulemaking, Securities regulation, Shareholder voting
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Society for Corporate Governance Comment Letter to SEC on Proposed Proxy Rules for Proxy Voting Advice
The Society for Corporate Governance (the “Society”) appreciates the opportunity to provide comments to the U.S. Securities and Exchange Commission (“SEC” or “Commission”) on the Amendments to Exemptions from the Proxy Rules for Proxy Voting Advice (the “Proposed Rule”). Founded in 1946, the Society is a professional membership association of more than 3,700 corporate and […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, ESG, Institutional Investors, SEC Comment letters, Securities Regulation
Tagged Comment letters, Conflicts of interest, Disclosure, ESG, Institutional Investors, Proxy advisors, Proxy voting, SEC, SEC rulemaking, Securities regulation, Shareholder voting
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SEC Charges for Failure to Disclose Material Trends
The SEC has just settled an action against Diageo PLC, a producer of liquor, wine and beer, for failure to disclose known trends and uncertainties. Diageo’s omission resulted in materially misleading disclosures regarding its financial results and material inflation of key performance indicators—organic net sales growth and organic operating profit growth. It’s worth noting that […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Disclosure, Exchange Act, Firm performance, SEC, Securities enforcement, Securities regulation, Settlements
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Weekly Roundup: February 21–27, 2020
Proxy Season Trends: Make Sure You’re Ready for 2020 Posted by David Bell, Fenwick & West LLP, on Friday, February 21, 2020 Tags: Board composition, Boards of Directors, Diversity, Equity-based compensation, ESG, Executive Compensation, Incentives, Proxy season, Say on pay, Shareholder proposals, Shareholder voting Corporate Purpose and Culture Posted by John Wilcox, Morrow Sodali, on Friday, February 21, 2020 Tags: Accountability, BlackRock, Corporate culture, Disclosure, Environmental disclosure, ESG, Institutional Investors, Sustainability Tax and ESG Posted by […]
Click here to read the complete postCorporate Opportunity Doctrine: Litigation Continues into 2020
In a short order from the Delaware Court of Chancery, Vice Chancellor Kathaleen McCormick held that a former director may have usurped a corporate opportunity by successfully bidding against his company for a contract to operate a local public access television channel. Leased Access Preservation Assoc. v. Thomas, C.A. No. 2019-0310-KSJM (Del. Ch. Jan 8, […]
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Posted in Boards of Directors, Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Boards of Directors, Delaware cases, Delaware law, DGCL, Fiduciary duties, Section 122, Section 127, Securities litigation
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Monitoring the Monitor: Distracted Institutional Investors and Board Governance
The board is a particularly powerful governance mechanism for monitoring firm performance in the U.S., with the power to initiate and approve major corporate decisions and to reward or discipline managers. However, director monitoring incentives do not appear to be particularly strong. Past studies show that the labour market for directors does not punish poorly […]
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Posted in Academic Research, Accounting & Disclosure, Corporate Elections & Voting, Institutional Investors
Tagged Board independence, Board monitoring, Board oversight, Boards of Directors, Institutional Investors, Institutional monitoring, Shareholder voting
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The Business Roundtable Comment Letter on Proposed Amendments to Rule 14a-8
This letter is submitted on behalf of Business Roundtable, an association of chief executive officers who collectively lead companies with more than 15 million employees and $7 trillion in revenues. Business Roundtable members invest nearly $147 billion in research and development. In addition, our companies annually pay $296 billion in dividends to shareholders and generate […]
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