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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
Long-Term Incentive Plans: Payouts and Performance Alignment
CAP analyzed payouts under long-term incentive plan performance cycles that ended in 2015 through 2020. This analysis includes 120 companies from ten industries with median revenue of $36B. We selected these companies to provide a broad representation of market practice across large US public companies. Long-term performance plans are important performance-based tools that companies use […]
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Posted in ESG, Executive Compensation, Practitioner Publications
Tagged Compensation committees, ESG, Executive Compensation, Incentives, Long-Term value, Pay for performance, Performance measures
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How to Prepare for the SEC’s Proposed Climate Disclosures Rules
On March 21, 2022, the U.S. Securities and Exchange Commission (the “SEC”) proposed far-reaching amendments to Regulation S-K and Regulation S-X that would mandate significant additional climate-related disclosures for public companies. A summary of the new disclosure requirements is available in our Clients & Friends Memo dated March 23, 2022. In brief, the proposed rules would require a […]
Click here to read the complete postFair Value Accounting Standards and Securities Litigation
Managers, investors, auditors, and other stakeholders are concerned about the impact of fair value accounting on firms’ litigation risk (e.g., Pickerd and Piercey 2021; Christensen et al. 2012; Bell and Griffin 2012; Herz et al. 2008; Laux and Leuz 2009). This is particularly salient given U.S. accounting standards (GAAP) have shifted to require more fair […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research
Tagged Accounting, Accounting standards, Analysts, Earnings disclosure, Fair values, GAAP, Risk, Securities litigation
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SEC Examination Division Focuses on ESG Investing
On March 30, 2022, the U.S. Securities and Exchange Commission’s (SEC) Division of Examinations (the “Division”) released its 2022 examination priorities. The Division announced an enhanced focus on five “significant areas”: (i) private funds; (ii) environmental, social and governance (“ESG”) investing; (iii) standards of conduct, including Regulation Best Interest, fiduciary duty and Form CRS; (iv) […]
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Posted in Accounting & Disclosure, ESG, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Disclosure, Environmental disclosure, ESG, Form CRS, Greenwashing, SEC, Securities enforcement, Securities regulation
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How to Identify Top ESG Priorities
As investors, regulators, and stakeholders increasingly recognize environmental, social and governance (ESG) risks and opportunities as financially material, companies are looking for ways to link management incentives with ESG performance on climate change, diversity and inclusion, and other key issues. Though integrating ESG goals into the existing compensation program may seem like the obvious next […]
Click here to read the complete postBoard Practices in the Digital Era: Maximizing the Benefit-to-Cost Ratio of Information Technology
Virtual capabilities and electronic documents are double-edged swords. Modern information technology can markedly improve the efficiency and quality of the deliberative processes of corporate boards of directors. Yet, if used imprudently, the same technological capabilities can reduce the quality and integrity of corporate decision-making, potentially exposing a company and its directors not only to greater […]
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Posted in Boards of Directors, HLS Research, Practitioner Publications
Tagged Board communication, Board meetings, Board performance, Boards of Directors, Cybersecurity, Risk, Virtual meetings
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SEC’s Climate Risk Disclosure Proposal Likely to Face Legal Challenges
On March 21, 2022, the US Securities and Exchange Commission (SEC) voted 3:1 to propose new rules that, if adopted, would require public companies to, among other things, provide audited financial statements containing climate-related financial impact and expenditure metrics, report their greenhouse gas emissions, and disclose details of how climate change is affecting their businesses […]
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Posted in Accounting & Disclosure, ESG, Practitioner Publications, Securities Regulation
Tagged Climate change, Environmental disclosure, ESG, Materiality, SEC, SEC rulemaking, Securities regulation, Sustainability
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Does Enlightened Shareholder Value Add Value?
Unlike shareholder value maximization (SV), which calls on corporate leaders to maximize shareholder value, enlightened shareholder value (ESV) combines this prescription with guidance to consider stakeholder interests in the pursuit of long-term shareholder value maximization. In a forthcoming article we recently placed on SSRN, Does Enlightened Shareholder Value Add Value?, we show that replacing SV […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, ESG, HLS Research
Tagged Corporate purpose, ESG, Shareholder primacy, Shareholder value, Short-termism, Stakeholders
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Performance Bounced Back—CEO Pay Up
CAP reviewed chief executive officer (CEO) pay levels among 50 companies with fiscal years ending between August and October 2021 (defined as the Early Filers). 2021 was a bounce back year. Median financial performance in all measures reviewed was up double digits over 2020 and median CEO total pay was up +19%. Higher bonus payouts, […]
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Posted in Accounting & Disclosure, Executive Compensation, Practitioner Publications
Tagged Accounting, ESG, Executive Compensation, Incentives, Pay for performance, Performance measures, Say on pay
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Recent Ruling on Board Diversification
In the first test of a state’s board-diversity requirement, a Los Angeles County Superior Court judge has entered summary judgment in favor of the plaintiff in Crest v. Padilla, who challenged the constitutionality of California’s law requiring California-based public companies to have at least one director on their boards from an “underrepresented community”—defined as “an individual […]
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Posted in Boards of Directors, ESG, Practitioner Publications
Tagged Board composition, Boards of Directors, California, Director qualifications, Diversity, ESG, NASDAQ, State law
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