-
Supported By:
Subscribe or Follow
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
IAC Recommendation Concerning SEC Guidance and Rule Proposals on Proxy Advisors and Shareholder Proposals
This recommendation addresses recent SEC actions regarding the proxy system, including two guidance documents and two rule proposals (the PA/SP actions). The Investor Advisory Committee (IAC) shares the Commission’s interest in revisiting the voting system as practices and participants have evolved over time. Periodically reviewing whether SEC oversight is aligned with market practices helps assure […]
Click here to read the complete post
Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Asset management, Boards of Directors, Conflicts of interest, Institutional Investors, Proxy advisors, Proxy voting, SEC, Securities regulation, Shareholder proposals, Shareholder voting, Universal proxy ballots
Comments Off on IAC Recommendation Concerning SEC Guidance and Rule Proposals on Proxy Advisors and Shareholder Proposals
2019 Year-End Securities Enforcement Update
I. Introduction: Themes and Notable Developments A. Behind and Beyond the Enforcement Numbers This year, the SEC’s review of the performance of the Enforcement Division has de-emphasized the statistics and focused more on qualitative measures of its performance. As Chairman Clayton noted in his December testimony to the Senate Banking Committee, “purely quantitative measures alone […]
Click here to read the complete post
Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Accounting, Cryptocurrency, Financial technology, Insider trading, Investment advisers, Regulation FD, SEC, Securities enforcement, Securities fraud, Securities litigation, Securities regulation, Whistleblowers
Comments Off on 2019 Year-End Securities Enforcement Update
Navigating the ESG Landscape
Investors and other stakeholders continue to focus on environmental, social and governance (ESG) issues at public companies, both as a driver of financial performance and as a factor of social importance. The ESG landscape continues to evolve, both in the United States and in Europe, and boards should continue to consider ESG issues, particularly in […]
Click here to read the complete post
Posted in ESG, Institutional Investors, Practitioner Publications
Tagged Climate change, Disclosure, Engagement, Environmental disclosure, ESG, Institutional Investors, Stakeholders, Sustainability
Comments Off on Navigating the ESG Landscape
Weekly Roundup: January 24-30, 2020
Statement by PCAOB Board Member Robert Brown, Jr. on The Role of Investors in the Revisions to PCAOB Quality Control Standards Posted by J. Robert Brown, Jr., Public Company Accounting Oversight Board, on Friday, January 24, 2020 Tags: Accountability, Accounting, Accounting standards, Audits, Broker-dealers, Disclosure, Oversight, PCAOB, Transparency NACD Public Company Board Governance Survey Posted by Friso van der Oord, NACD, on Friday, January 24, 2020 […]
Click here to read the complete post2019 Review of Shareholder Activism
Key Observations on the Activist Environment in 2019 1. Activist Activity Returns to Multi-Year Trend After Record 2018 187 companies targeted by activists, down 17% from 2018’s record but in line with multi-year average levels Aggregate capital deployed by activists (~$42bn) reflected a similar dip relative to the ~$60bn+ level of 2017/2018 A record 147 investors […]
Click here to read the complete post
Posted in Accounting & Disclosure, Boards of Directors, ESG, International Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, ESG, Hedge funds, Index funds, Institutional Investors, International governance, Mergers & acquisitions, Shareholder activism, Shareholder nominations
Comments Off on 2019 Review of Shareholder Activism
Tectonic Forces to Watch in Corporate Litigation
Corporate litigation in Delaware continues to reflect the judicial trend toward honoring the decisions of informed stockholders and independent directors, thus limiting those decisions from costly after-the-fact legal attack. While the boundaries of stockholder ratification and director independence continue to be refined on a case-by-case basis, the broader conceptual trend—to give the last word on […]
Click here to read the complete post
Posted in Boards of Directors, Practitioner Publications
Tagged Boards of Directors, Caremark, Climate change, D&O insurance, Delaware law, Director liability, ESG, Institutional Investors, Securities litigation, Shareholder suits
Comments Off on Tectonic Forces to Watch in Corporate Litigation
Audit Committee Perspectives on Audit Quality and Assessment: A PCAOB Report
Executive Summary As part of the Public Company Accounting Oversight Board’s (PCAOB) strategic goal of enhancing transparency and accessibility, we are committed to engaging more directly and more often with public company audit committees. In 2019, we had conversations with the audit committee chairs of almost all of the U.S. issuers whose audits we inspected […]
Click here to read the complete post
Posted in Accounting & Disclosure, Practitioner Publications
Tagged Accounting, Accounting standards, Audit committee, Audits, Boards of Directors, PCAOB
Comments Off on Audit Committee Perspectives on Audit Quality and Assessment: A PCAOB Report
2019 Sustainability Report
This CalSTRS Sustainability Report provides an overview of the relative data and assessment of the material topics covering July 1, 2018, through June 30, 2019, and later into calendar year 2019, where noted. This report has been prepared in accordance with the Global Reporting Initiative Standards: Core option. Stakeholder Engagement & Material Topic Identification We believe […]
Click here to read the complete post
Posted in Accounting & Disclosure, Corporate Social Responsibility, ESG, Institutional Investors, Practitioner Publications
Tagged Climate change, Compliance & ethics, Corporate culture, Cybersecurity, Engagement, Environmental disclosure, ESG, Pension funds, Shareholder communications, Stewardship, Sustainability
Comments Off on 2019 Sustainability Report
Foundational Principles in an Evolving Governance Environment
We are increasingly asked for advice about directors’ responsibilities in light of the rise in support of stakeholder governance, ESG, and corporate sustainability. These topics are at the top of the corporate governance agenda as a result of recent high-profile developments, including: (1) the Business Roundtable’s adoption of stakeholder purpose, (2) the World Economic Forum’s […]
Click here to read the complete post
Posted in Accounting & Disclosure, Boards of Directors, Comparative Corporate Governance & Regulation, ESG, Practitioner Publications
Tagged Board oversight, Board performance, Boards of Directors, Climate change, Director liability, Environmental disclosure, ESG, Management, Oversight, Risk disclosure, Stakeholders, Sustainability
Comments Off on Foundational Principles in an Evolving Governance Environment
Challenging Times: The Hardening D&O Insurance Market
Directors and officers (D&O) liability insurance has always been an important tool to protect public companies and their management against claims by shareholders for violations of the securities laws, including claims for inadequate disclosures in public filings and allegations of securities fraud. D&O insurance, however, is becoming increasingly challenging to purchase and maintain. Premiums and […]
Click here to read the complete post
Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications, Securities Litigation & Enforcement
Tagged Boards of Directors, Cybersecurity, D&O insurance, Director liability, Disclosure, Liability standards, Securities enforcement, Securities fraud, Securities litigation
2 Comments