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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
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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Weekly Roundup: January 17-23, 2020
Testimony by PCAOB Chairman William D. Duhnke before the House Committee on Financial Services Posted by William D. Duhnke III, Public Company Accounting Oversight Board, on Friday, January 17, 2020 Tags: Accountability, Accounting, Accounting standards, Audits, Disclosure, Financial reporting, Financial technology, Oversight, PCAOB, Sarbanes–Oxley Act, Securities enforcement, Securities regulation Sustainability as New Standard for Investing Posted by Barbara Novick, BlackRock, Inc., on Friday, January 17, 2020 Tags: Asset management, Climate change, Corporate […]
Click here to read the complete postCompensation Season 2020
While the past year witnessed only modest changes to the rules governing compensation arrangements, practices and trends continued to evolve. We note below various developments worthy of consideration in the year ahead. Limits on Compensation Deductions Clarified. The IRS issued proposed regulations in December with respect to the 2017 statutory change that significantly expanded the […]
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Posted in Boards of Directors, ESG, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Director compensation, Dodd-Frank Act, ESG, Executive Compensation, Institutional Investors, Management, Non-competition agreements, Regulation S-K, Taxation
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Worker Participation: Employee Ownership and Representation
In the past thirty years, more and more attention has been paid to the effects of employee participation on company performance. What might be the effect of it on long-term company performance? How could increased employee influence affect corporate strategy and decision-making? There are two main forms through which employees can participate directly to the […]
Click here to read the complete postLower Bar for Criminal Insider Trading Charges
On December 30, 2019, the United States Court of Appeals for the Second Circuit affirmed the convictions of four individuals charged with disclosing and trading on nonpublic government information, adding a new twist to decades of judicial precedent on the definition of insider trading. See United States v. Blaszczak. The court held that the “personal-benefit” […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Inside information, Insider trading, Misconduct, Securities enforcement, U.S. federal courts
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Standard for Classifying a Minority Stockholder as a Controlling Stockholder
Summary In a December 30 decision, the Delaware Court of Chancery in In Re Essendant, Inc. Stockholder Litigation, No. 2018-0789 (Del. Ch. Dec. 30, 2019), held that plaintiffs, a putative class of target Essendant’s stockholders, failed to plead facts sufficient to show that buyer Sycamore Partners (“Sycamore”), a private equity firm, was a controlling stockholder. […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Private Equity
Tagged Boards of Directors, Controlling shareholders, Delaware cases, Delaware law, Merger litigation, Mergers & acquisitions, Private equity, Shareholder voting
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