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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
2019 Proxy Season Review
This post provides insights into key corporate governance and shareholder voting data for the 2019 proxy season, as well as the five-year trends. It covers the results of 4,059 public company annual meetings held between January 1 and June 30, 2019. Overview & Key Takeaways We continue to see substantial differences in voting between institutional […]
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Posted in Boards of Directors, Corporate Elections & Voting, ESG, Institutional Investors, Practitioner Publications
Tagged Board composition, Boards of Directors, Business Roundtable, Engagement, ESG, Institutional Investors, Proxy season, Proxy voting, Say on pay, Shareholder proposals
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Recruiting ESG Directors
The pressure is now greater to populate boards with directors whose backgrounds satisfy ESG (Environmental, Social, Governance) standards. Agitation for ESG boardroom reform is emanating from a variety of quarters and is taking on an even broader definition than originally. Indeed The Business Roundtable’s recent liberal “Statement on the Business of a Corporation” would appear […]
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Posted in Accounting & Disclosure, Boards of Directors, ESG, Practitioner Publications
Tagged Board composition, Boards of Directors, Director nominations, Director qualifications, Disclosure, Diversity, Environmental disclosure, ESG, Reputation, Sustainability
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A Common-Sense Approach to Corporate Purpose, ESG and Sustainability
With publication of the Business Roundtable’s “Statement on the Purpose of a Corporation,” America’s top business and financial leaders now officially support the rapidly evolving ESG/sustainability movement, confirming that environmental, social and corporate governance policies are inextricably linked to business risk, value creation, financial performance and sustainability. The global push for sustainability has already proven […]
Click here to read the complete postLess Aggressive SEC Sanctions on Violations by Crypto Issuers
Until September 30, 2019, Securities and Exchange Commission (“SEC”) enforcement actions in the crypto industry conveyed a consistent message: most crypto is a security, and if a token issuer does not follow the registration requirements of the Securities Act of 1933 (“1933 Act”), the issuer would face significant consequences in the form of substantial penalties, […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Cryptocurrency, Financial technology, Howey test, ICOs, SEC, SEC enforcement, SEC rulemaking, Securities enforcement, Securities regulation, Settlements
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Stakeholder Governance—Issues and Answers
The Business Roundtable’s recent call for a commitment to long-term sustainable economic value creation has prompted a vigorous debate about the optimal corporate governance model for achieving that goal. Certain familiar arguments have reappeared in reaction to the Business Roundtable’s important statement rejecting shareholder primacy and embracing stakeholder governance. Various law firms and commentators insist […]
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Posted in Boards of Directors, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Business Roundtable, Institutional Investors, Long-Term value, Shareholder primacy, Shareholder voting, Short-termism, Stakeholders, Sustainability
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The New Stock Market: Law, Economics, and Policy
Markets for trading financial instruments are a central feature of modern finance and play a crucial role in the larger economy. The U.S. stock market, where public equities are traded, is a global symbol of commerce and trade. Its total valuation is about $25 trillion—almost double the total assets held by the commercial banking system. […]
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Posted in Academic Research, Institutional Investors
Tagged Capital markets, Equity capital, Information asymmetries, Information environment, Stock performance, Stock returns
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Investment Management: Compliance Developments & Calendar for Private Fund Advisers
While the Securities and Exchange Commission (SEC) brought several enforcement actions in 2018-19, the most significant new developments were published interpretations and alerts. Other agencies, such as the Commodity Futures Trading Commission (CFTC), also provided new guidance and brought significant enforcement actions. Fiduciary Interpretation In June of 2019, the SEC adopted a new interpretation (the […]
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Posted in Accounting & Disclosure, Corporate Elections & Voting, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Books and records, CFTC, Disclosure, Fiduciary duties, Form ADV, Form CRS, Investment advisers, OCIE, SEC, SEC enforcement, Securities enforcement, Securities regulation, Shareholder voting
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Weekly Roundup: October 18–24, 2019
Stakeholder Impartiality: A New Classic Approach for the Objectives of the Corporation Posted by Amir N. Licht (Interdisciplinary Center Herzliya), on Friday, October 18, 2019 Tags: Boards of Directors, Canada, Duty of loyalty, Fiduciary duties, International governance, Stakeholders, UK 2019 Mid-Year Shareholder Activism Report Posted by Barbara Becker, Richard Birns and Daniel Alterbaum, Gibson, Dunn & Crutcher LLP, on Friday, October 18, 2019 Tags: Boards […]
Click here to read the complete postCII Letter to the SEC—Proxy Advisor Regulation
October 15, 2019 The Honorable Jay Clayton, Chairman The Honorable Robert J. Jackson, Jr., Commissioner The Honorable Allison Herren Lee, Commissioner The Honorable Hester M. Peirce, Commissioner The Honorable Elad L. Roisman, Commissioner c/o Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Re: File No. 4-725 Proxy Advisor Regulation Dear Commissioners: The […]
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Posted in Corporate Elections & Voting, Institutional Investors, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Accountability, Council of Institutional Investors, Institutional Investors, Institutional voting, Pension funds, Proxy advisors, Proxy voting, Rule 14a-8, SEC, Securities regulation
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The Corrosion Critique of Benefit Corporations
Benefit corporation statutes have emerged as the leading new statutory alternative to enable and encourage social enterprises, businesses which seek both to generate financial returns for their investors while also pursuing social missions. Some persons who strongly support social enterprises have criticized benefit corporation statutes, arguing that they create a mistaken impression that companies organized […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation
Tagged Benefit corporation, Corporate forms, Delaware articles, Delaware law, Shareholder primacy, Stakeholders, State law
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