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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 Christine Davine
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
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 […]
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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
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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 […]
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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
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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 […]
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Posted in Accounting & Disclosure, Practitioner Publications
Tagged Accounting, Accounting standards, Audit committee, Audits, Boards of Directors, PCAOB
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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 […]
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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
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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 […]
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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
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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 […]
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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
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Board Composition and Shareholder Proposals
We foresee investors continuing to both refine and expand their demands on corporate boards in 2020. With the particular focus on board refreshment and diversity, significant pressure is placed on nominating and governance committees to play an increasingly prominent role. Nominating and governance committees will also need to pay attention to the changing landscape of […]
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Posted in Boards of Directors, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Board composition, Board tenure, Boards of Directors, Diversity, Institutional Investors, Overboarding, Proxy advisors, Proxy voting, SEC, Securities regulation
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ESG Performance and Disclosure: A Cross-Country Analysis
Over the last few years, there have been growing interest in the influence of environmental, social and governance (ESG) factors in the investment decisions of institutional investors and future portfolio performance. This coincides with major changes in the market for sustainable investment. In our paper, ESG Performance and Disclosure: A Cross-Country Analysis, we use a […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research, ESG, International Corporate Governance & Regulation
Tagged Disclosure, Environmental disclosure, ESG, Firm performance, International governance, Risk, Sustainability
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Delaware Supreme Court and Exclusive Federal Forum Provisions for ’33 Act Claims
[On January 8, 2020], the Delaware Supreme Court heard the appeal in Sciabacucchi v. Salzberg (pronounced Shabacookie!) in which the Chancery Court held invalid exclusive federal forum provisions for ’33 Act litigation in the charters of three Delaware companies. Few of the justices revealed their inclinations, so it’s difficult to predict the outcome. We’ll have […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Charter & bylaws, Delaware cases, Delaware law, DGCL, DGCL Section 102, Forum selection, Securities Act, Securities litigation, Securities regulation, Shareholder suits, State law, U.S. federal courts
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