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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
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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Shareholder Activism in 2020: New Risks and Opportunities for Boards
The era of stakeholder governance and corporations with a purpose beyond profits is taking hold, with corporate directors expected to answer to more constituencies and shoulder a greater burden than ever before. At the same time, investors—both in the US and abroad—continue to expect corporations to deliver superior financial performance over both the short and […]
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Posted in ESG, Institutional Investors, International Corporate Governance & Regulation, Practitioner Publications
Tagged Boards of Directors, ESG, Institutional Investors, International governance, Long-Term value, Settlements, Shareholder activism, Stakeholders
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NACD Public Company Board Governance Survey
Key Findings Public companies face a conundrum navigating two divergent business forces. Directors identify growing business-model disruptions (52%) and a slowing global economy (51%) as the top trends most likely to impact their organization over the next 12 months. While not contradictory, these divergent trends create a challenge for many companies: how to balance a […]
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Posted in Boards of Directors, Comparative Corporate Governance & Regulation, ESG, Practitioner Publications
Tagged Board oversight, Board performance, Board turnover, Boards of Directors, Compliance & ethics, Corporate culture, Cybersecurity, Director nominations, Diversity, ESG, Human capital, Risk management, Surveys
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Statement by PCAOB Board Member Robert Brown, Jr. on The Role of Investors in the Revisions to PCAOB Quality Control Standards
I. Introduction Today [Dec. 17, 2019], the Board votes on a Concept Release concerning standards of quality control (QC) for firms that audit public companies and SEC-registered broker-dealers. The importance of this step cannot be overstated. We depend upon, and benefit from, quality control in most things that we do. We need quality control over […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Regulation, Speeches & Testimony
Tagged Accountability, Accounting, Accounting standards, Audits, Broker-dealers, Disclosure, Oversight, PCAOB, Transparency
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