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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
Board Diversity Study
On August 6, a group of three individual plaintiffs represented by Judicial Watch, Inc. filed suit in Los Angeles County Superior Court against California’s Secretary of State seeking to block the provisions of SB 826, which was signed into law in September 2018 and provides that: By December 31, 2019, every publicly traded company on […]
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications
Tagged Board composition, Board dynamics, Boards of Directors, California, Diversity, Institutional Investors
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Stakeholder Governance and the Fiduciary Duties of Directors
There has recently been much debate and some confusion about a bedrock principle of corporate law—namely, the essence of the board’s fiduciary duty, and particularly the extent to which the board can or should or must consider the interests of other stakeholders besides shareholders. For several decades, there has been a prevailing assumption among many CEOs, […]
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Posted in Boards of Directors, Corporate Social Responsibility, Practitioner Publications
Tagged Boards of Directors, Corporate Social Responsibility, ESG, Fiduciary duties, Long-Term value, Shareholder primacy, Shareholder value, Short-termism, Stakeholders, Sustainability
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Firearms and the Proxy Season
As you know, topics related to corporate social responsibility have ascended to the forefront for many stakeholders, and CSR is sometimes viewed to comprise issues related to firearms safety. With the renewed national debate on gun safety, and in light of apparent continued government gridlock, will investors, customers, employees and other stakeholders turn to companies […]
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Posted in Accounting & Disclosure, Corporate Elections & Voting, Corporate Social Responsibility, Institutional Investors, Practitioner Publications
Tagged CalPERS, CalSTRS, Corporate Social Responsibility, Disclosure, ESG, Institutional Investors, Proxy season, Reputation, Shareholder voting
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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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