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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
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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Sustainability in the Spotlight
Sustainability is back in the headlines in the corporate world in the wake of BlackRock’s recent communications to CEOs and clients. In founder Lawrence D. Fink’s 2020 letter to chief executives, Mr. Fink predicts that the long-term, structural effects of climate change are likely to transform the financial markets, leading to “a fundamental reshaping of […]
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Posted in Accounting & Disclosure, ESG, Institutional Investors, Practitioner Publications
Tagged BlackRock, Climate change, Disclosure, Engagement, Environmental disclosure, ESG, Fiduciary duties, Institutional Investors, Institutional voting, Shareholder proposals, Sustainability
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The Decline in Secured Debt
What role does collateral play in corporate borrowing? At one level, the answer is straightforward. Collateral consists of hard assets, which are not subject to asymmetric valuations in markets and which the borrower cannot alter easily. Collateral gives comfort to a lender that even if she does little to monitor the borrower’s activity, and even […]
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Posted in Academic Research, Bankruptcy & Financial Distress, Comparative Corporate Governance & Regulation, Empirical Research
Tagged Collateral, Corporate debt, Debt, Debtor-creditor law, Distressed companies
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Female Directors in California-Headquartered Public Companies
As we previously discussed, on September 30, 2018, former California Governor Jerry Brown signed legislation intended to ensure that public companies headquartered in California have at least one female director. This law, known as SB 826, went into effect on January 1, 2019 and requires companies subject to this law to have at least one female […]
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Posted in Accounting & Disclosure, Boards of Directors, ESG, Institutional Investors, Practitioner Publications
Tagged Board composition, Boards of Directors, California, Disclosure, Diversity, ESG, Institutional Investors, Shareholder voting, State law
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S&P 1500 2019 Bonus Expectations and a Look to 2020
The new year provides the chance to look back at where we’ve been. Our post summarizes financial performance in 2019 and how those results are expected to drive annual incentives for 2019. It’s also a time for looking ahead. So we consider how performance results are expected to rebound in 2020. First, we consider median […]
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Posted in Executive Compensation, Practitioner Publications
Tagged Bonuses, Executive Compensation, Executive performance, Incentives, Management, Pay for performance
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Companies’ Anti-Fraternization Policies: Key Considerations
In recent years, numerous senior executives have resigned or been terminated for engaging in undisclosed consensual relationships with subordinates. Such relationships are gaining particular attention in the wake of the heightened scrutiny around workplace behavior, because they raise concerns relating to, among other things, potential power imbalances and conflicts of interest in the workplace. Thus, […]
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Posted in Accounting & Disclosure, Comparative Corporate Governance & Regulation, Practitioner Publications
Tagged #MeToo, Compliance & ethics, Corporate culture, Management, Reputation, Risk management
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SEC Year-End Guidance
During the last two weeks of 2019, the US Securities and Exchange Commission (SEC) offered guidance and reminders relating to: The Role of Audit Committees; International Intellectual Property and Technology Risks; and Confidential Treatment Public companies should take these pronouncements into account as the new year begins. Role of Audit Committees On December 30, 2019, […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Accounting, Accounting standards, Audit committee, Confidentiality, GAAP, Intellectual property, SEC, Securities enforcement, Securities litigation
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Making Corporate Social Responsibility Pay
The world is clamoring for corporations to serve society. With the recognition that adequate externality regulation is unlikely to manifest, scholars, politicians, major shareholders, and other corporate stakeholders have joined in urging companies to practice corporate citizenship. But this advocacy is unlikely to alter corporate decisionmaking to the desired extent. In particular, proponents of stakeholder […]
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Posted in Academic Research, Accounting & Disclosure, Comparative Corporate Governance & Regulation, Corporate Social Responsibility, ESG
Tagged Accountability, Behavioral finance, Climate change, Compliance & ethics, Corporate Social Responsibility, Decision-making, Environmental disclosure, ESG, Private ordering, Stakeholders, Sustainability
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