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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
Reforms to Board Composition and Independence and Climate Competent Governance
Executive Summary Climate change poses systemic risks to the global financial system and specific risks to financial institutions with exposure to the fossil fuel sector. JPMorgan Chase (“JPM”), the largest US bank, is by far the largest global lender and underwriter to the fossil fuel sector, providing nearly $196 billion in lending and underwriting in […]
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Posted in Banking & Financial Institutions, Boards of Directors, ESG, Practitioner Publications
Tagged Banks, Boards of Directors, Climate change, Environmental disclosure, ESG, Financial institutions, JPMorgan, Risk management, Risk oversight, Sustainability, Systemic risk
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Tax and ESG
Proponents of enhanced environmental, social and governance (“ESG”) disclosure have identified corporate income tax as a relevant metric. While it is premature to predict how ESG standards in this regard will evolve, a key area of focus is tax arbitrage, including profit-shifting among jurisdictions. Boards should be aware of the possibility of detailed country-by-country public […]
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Posted in Accounting & Disclosure, ESG
Tagged Disclosure, Environmental disclosure, ESG, Internal Revenue Code, Inversions, Sustainability, Taxation
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Corporate Purpose and Culture
By the end of 2019 a number of extraordinary pronouncements signaled that corporate governance had reached an inflection point. In the U.K., the British Academy published Principles for Purposeful Business. In the U.S., the Business Roundtable issued its Statement on the Purpose of a Corporation. In Switzerland, the World Economic Forum published The Davos Manifesto […]
Click here to read the complete postProxy Season Trends: Make Sure You’re Ready for 2020
With the 2020 proxy season around the corner, we have prepared a brief review of key corporate governance trends that can inform how you frame your company’s prior-year performance and objectives for the coming year. We focus on the top five trends gleaned from 2019 proxy statements to ensure our clients and other company leaders […]
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Posted in Boards of Directors, Corporate Elections & Voting, ESG, Executive Compensation, Practitioner Publications
Tagged Board composition, Boards of Directors, Diversity, Equity-based compensation, ESG, Executive Compensation, Incentives, Proxy season, Say on pay, Shareholder proposals, Shareholder voting
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Weekly Roundup: February 14–20, 2020
SEC Calls “Time Out” on Proxy Advisor Guidance and ISS Litigation Posted by Cydney Posner, Cooley LLP, on Friday, February 14, 2020 Tags: Conflicts of interest, Institutional voting, ISS, Materiality, Proxy advisors, Proxy voting, SEC, Securities litigation, Securities regulation, Shareholder voting Unprecedented Enforcement Actions Against Eight Former Wells Fargo Executives Posted by Brad S. Karp, Jessica S. Carey, Roberto J. Gonzalez, Paul, Weiss, Rifkind, Wharton & Garrison LLP, […]
Click here to read the complete postThe Coming Impact of ESG on M&A
Recent months have seen institutional investors and other stakeholders, notably BlackRock and State Street, stressing the importance of comparable and decision-useful ESG disclosures by their portfolio companies. Such calls follow in the wake of growing interest among investors and other stakeholders in understanding and assessing the performance of companies based on ESG metrics. While the exact system […]
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Posted in Accounting & Disclosure, ESG, Institutional Investors, Mergers & Acquisitions, Practitioner Publications
Tagged Disclosure, Due diligence, Engagement, Environmental disclosure, ESG, Firm valuation, Institutional Investors, Mergers & acquisitions, Risk management, Stakeholders, Target firms
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Considerations for 2020 Proxy Statement Preparations
As a companion to our recent alert on considerations for preparing your 2019 Form 10-K (available here), below we offer our observations on new developments and recommended practices to consider in preparing the 2020 Proxy Statement. In particular, there are a number of important substantive and technical considerations that public companies should keep in mind […]
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Posted in Accounting & Disclosure, Corporate Elections & Voting, ESG, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged CD&A, Disclosure, Form 10-K, Hedging, Institutional Investors, Proxy advisors, Proxy disclosure, SEC, SEC rulemaking, Securities regulation, Shareholder proposals, Shareholder voting
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2019 Year in Review: Securities Litigation and Enforcement
There was abundant federal securities litigation activity in 2019. Plaintiffs not only continued to file securities lawsuits at record numbers, but repeatedly secured victories in cases on significant issues of law. The tone was set at the top with the Supreme Court’s landmark decision in Lorenzo v. SEC. There, the Supreme Court clarified, in contrast […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Class actions, Cryptocurrency, Dodd-Frank Act, DOJ, Exchange Act, Insider trading, Investor protection, Merger litigation, SEC enforcement, Securities enforcement, Securities fraud, Securities litigation, Supreme Court, U.S. federal courts
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The Activist Investing Annual Review 2020
2019: An Overview By some measures the slowest year since 2015, 2019 might look like the end of that boomlet. Although not the first down year in recent memory (2017 was too), the 839 companies publicly subjected to activist demands worldwide and the 666 investors making those demands were both four-year lows. Yet the type […]
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Posted in Boards of Directors, International Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, International governance, Mergers & acquisitions, Private equity, Shareholder activism
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