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Program on Corporate Governance Advisory Board
- William Ackman
- Peter Atkins
- David Bell
- Kerry E. Berchem
- Richard Brand
- Daniel Burch
- Paul Choi
- Jesse Cohn
- Arthur B. Crozier Christine Davine
- Renata J. Ferrari
- John Finley
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper
- Paul Hilal
- Carl Icahn William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
- Daniel Wolf
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
ESG Incentives and Executives
Introduction Early indications are that the inclusion of environmental, social, and governance (ESG) metrics in corporate incentive plans—primarily annual incentives currently—is becoming common, with 69% of S&P 500 companies (207 of 301) reporting the inclusion of such metrics in their 2022 proxies. If this level of inclusion holds for all of 2022, it would represent […]
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Posted in Empirical Research, ESG, Executive Compensation, Practitioner Publications
Tagged Compensation committees, ESG, Executive Compensation, Incentives, Pay for performance, Performance measures
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ESG Disclosure Rules and the SEC’s Mission
Earlier this week, SEC Chair Gary Gensler gave the keynote address for an investor briefing on the SEC Climate Disclosure Rule presented by nonprofit Ceres. In his remarks, entitled “Building Upon a Long Tradition,” Gensler vigorously pressed his case that the SEC’s new climate disclosure proposal (see this PubCo post, this PubCo post and this […]
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Posted in Accounting & Disclosure, ESG, Practitioner Publications, Securities Regulation
Tagged Climate change, Environmental disclosure, ESG, SEC, SEC rulemaking, Securities regulation
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Will Corporations Deliver Value to All Stakeholders?
In August 2019, in the Business Roundtable’s Statement on the Purpose of a Corporation (the “BRT Statement”), numerous major company CEOs announced their commitment to deliver value to all stakeholders and not just shareholders. Some observers viewed this event as a milestone and the Statement as reflecting a meaningful commitment to improve the treatment of […]
Click here to read the complete postWhy private company boards need outside directors
Good governance is not just for public companies. Private companies today are also looking for ways to improve their board’s effectiveness—in part, by changing their board composition. Where once private company boards were dominated by members of management and investors, independent directors now make up slightly over half (51%) of the average private company’s board […]
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Posted in Accounting & Disclosure, Boards of Directors, ESG, Practitioner Publications
Tagged Board composition, Board dynamics, Board independence, Board oversight, Board performance, Boards of Directors, ESG, Outside directors, Private firms
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Recent Delaware Corporate Law Trends and Developments
On March 22, 2022, Skadden hosted a webinar on recent developments in Delaware corporate law. Litigation partners Edward Micheletti and Jenness Parker and litigation associate Lauren Rosenello led the discussion, which covered a range of issues that will bear on Delaware companies in 2022, and may affect future litigation, including: the increasing number of books […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Books and records, Corwin, Delaware cases, Delaware law, Derivative suits, Merger litigation, Mergers & acquisitions, Securities litigation, SPACs
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Mutual Fund Directors Governance Survey
About the survey PwC 2021 Mutual Fund Directors Governance Survey has gauged the views of Mutual Fund Directors (“Directors”) across a diverse range of complexes from large to small as well as geography on a variety of matters. In 2021, nearly 120 independent directors participated in our survey. The respondents represent a cross section of […]
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Posted in Boards of Directors, ESG, Institutional Investors, Practitioner Publications
Tagged Board composition, Board dynamics, Boards of Directors, COVID-19, Diversity, ESG, Human capital, Institutional Investors, Mutual funds, Surveys
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A Tale of Two Networks: Common Ownership and Product Market Rivalry
The past few decades have seen public equity markets becoming increasingly dominated by a few large, diversified institutional investors such as BlackRock, Vanguard, and Fidelity. This phenomenon has led in turn to a dramatic increase in common ownership (or horizontal shareholding)—an arrangement under which large investors own shares in several competing firms. For antitrust authorities […]
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Posted in Academic Research, Empirical Research, Institutional Investors, Securities Regulation
Tagged Antitrust, Capital markets, Common ownership, Institutional Investors, Shared ownership
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SEC Files Fraud Complaint over False Safety Claims
In an important development, on April 28, 2022, the Securities and Exchange Commission (SEC) commenced an action in the United States District Court for the Eastern District of New York in which it asserted that Vale S.A., a publicly-traded Brazilian mining company and one of the world’s largest iron ore producers, knowingly made false and […]
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Posted in Accounting & Disclosure, ESG, International Corporate Governance & Regulation, Practitioner Publications, Securities Litigation & Enforcement
Tagged Brazil, Corporate crime, Disclosure, ESG, International corporate governance, Misconduct, SEC, SEC enforcement, Securities enforcement, Stakeholders
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