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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
Why Isn’t Your Mutual Fund Sticking Up for You?
Growing inequality and stagnant wages are forcing a much-needed debate about our corporate governance system. Are corporations producing returns only for stockholders? Or are they also creating quality jobs in a way that is environmentally responsible, fair to consumers and sustainable? Those same corporations recognize that things are badly out of balance. Businesses are making record profits, but workers are not […]
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Posted in Academic Research, Corporate Elections & Voting, Corporate Social Responsibility, HLS Research, Institutional Investors, Op-Eds & Opinions
Tagged Accountability, Corporate Social Responsibility, Incentives, Index funds, Institutional Investors, Institutional voting, Long-Term value, Mutual funds, Shareholder value, Shareholder voting, Stakeholders
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Weekly Roundup: August 16–22, 2019
Recent Application of Caremark: Oversight Liability Posted by Jason J. Mendro, Andrew S. Tulumello, and Jason H. Hilborn, Gibson, Dunn & Crutcher LLP, on Friday, August 16, 2019 Tags: Board independence, Boards of Directors, Caremark, Compliance & ethics, Delaware cases, Delaware law, Derivative suits, Director liability, Disclosure, Fiduciary duties, Incentives, Liability standards, Management, Risk management Audit Committee Disclosure in Proxy Statements—2019 Proxy Review Posted by Leeann Arthur, Krista Parsons, and Robert […]
Click here to read the complete postStatement Regarding Proxy Voting and Proxy Voting Advice
Thank you, Chairman Clayton. I would like to take this opportunity to welcome Commissioner Lee to her first open meeting. I look forward to working with you and am happy that we will all benefit from your insight and passion for this agency and its mission. As with most of our meetings, there are many […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Boards of Directors, Investment advisers, Proxy advisors, Proxy voting, SEC, Securities regulation, Shareholder voting
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Statement on Proxy-Advisor Guidance
I want to begin by expressing my appreciation to Division Directors Dalia Blass and Bill Hinman, and the terrific Staff in the Divisions of Investment Management and Corporation Finance, for their hard work in advance of today’s meeting. I’m also deeply grateful to my colleague Elad Roisman, whose work in this area is an exceptional […]
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Posted in Accounting & Disclosure, Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Fiduciary duties, Incentives, Information environment, Institutional Investors, Institutional monitoring, Institutional voting, Oversight, Proxy advisors, Proxy voting
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Institutional Investors’ Proxy Voting Responsibilities and Use of Proxy Advisory Firms
Yesterday [August 21, 2019], the Securities and Exchange Commission approved new guidance in two releases from the Division of Corporation Finance and the Division of Investment Management concerning the fiduciary responsibilities of investment advisers (like fund managers) with respect to proxy voting, the use of proxy advisory firms (like ISS and Glass Lewis), assessing such […]
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Posted in Corporate Elections & Voting, Institutional Investors, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Conflicts of interest, Fiduciary duties, Institutional Investors, Proxy advisors, Proxy voting, SEC, Securities regulation, Shareholder voting
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So Long to Shareholder Primacy
In a press release issued [August 19, 2019], the Business Roundtable announced the adoption of a new Statement on the Purpose of a Corporation, signed by 181 well-known, high-powered CEOs. What’s newsworthy here is that the Statement “moves away from shareholder primacy” as a guiding principle and outlines in its place a “modern standard for […]
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Posted in Comparative Corporate Governance & Regulation, Corporate Social Responsibility, Institutional Investors, Practitioner Publications
Tagged Business Roundtable, Corporate Social Responsibility, Council of Institutional Investors, ESG, Shareholder primacy, Shareholder value, Stakeholders
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Statement at Open Meeting on Commission Guidance and Interpretation Regarding Proxy Voting and Proxy Voting Advice
Congress assigned to the Commission the responsibility to regulate the proxy solicitation process in 1934. Voting proxies is important. When we meet with market participants, we consistently hear about the importance of engagement, and the voting process is a key component of that engagement. This is made clear in many ways, including that our proxy […]
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Posted in Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Fiduciary duties, Incentives, Information environment, Institutional Investors, Institutional monitoring, Institutional voting, Oversight, Proxy advisors, Proxy voting
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Remarks at SECs Small Business Capital Formation Advisory Committee Meeting
Thank you Carla [Garrett], members of the Small Business Capital Formation Advisory Committee, Martha [Miller], and the staff in the Office of the Advocate for Small Business Capital Formation for holding the second meeting of the Committee outside of Washington, DC. It demonstrates a clear commitment to capital formation across the country. I thank you […]
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Posted in Accounting & Disclosure, Mergers & Acquisitions, Securities Regulation, Speeches & Testimony
Tagged Capital formation, Disclosure, Financial reporting, Information environment, JOBS Act, Mergers & acquisitions, Regulation S-X, Securities regulation, Small firms
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The Future or Fancy? An Empirical Study of Public Benefit Corporations
The public benefit corporation (“PBC”) is one of the hottest developments in corporate law. The sine qua non of this new form is that directors are permitted under their fiduciary duties to consider purposes other than profit in decision-making. The PBC has thus been described as different from the traditional corporation, which in some measure […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Empirical Research
Tagged Benefit corporation, Capital formation, Corporate forms, Corporate Social Responsibility, Fiduciary duties, Public benefit corporations, Shareholder primacy, Small firms, Venture capital firms
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