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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
Engaging with Vanguard
Approach to Stewardship and Engagement Allie Rutherford: You joined Vanguard’s investment stewardship group in early 2020. It has certainly been an interesting two years in the market during that time. Can you share what has changed and what remains the same with respect to Vanguard’s approach to stewardship during your tenure? John Galloway: By way […]
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Posted in Corporate Elections & Voting, ESG, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Asset management, Boards of Directors, Engagement, ESG, Executive Compensation, Index funds, Institutional Investors, Shareholder activism, Shareholder proposals, Shareholder voting, Vanguard
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Weekly Roundup: May 6-12, 2022
SEC’s Climate Disclosure Rules: GHG Emissions Disclosure Requirements Posted by Nick Grabar, Lillian Tsu and Helena Grannis, Cleary Gottlieb Steen & Hamilton LLP, on Friday, May 6, 2022 Tags: Climate change, Disclosure, Environmental disclosure, ESG, Materiality, Regulation S-K, SEC, Securities regulation, Sustainability Assessing ESG-Labeled Bonds Posted by Salima Lamdouar, Patrick O’Connell, and Tiffanie Wong, AllianceBernstein, on Friday, May 6, 2022 Tags: Bonds, Climate change, ESG, Greenwashing, Institutional Investors, Sustainability Remarks by Chair […]
Click here to read the complete postRemarks by Chair Gensler Before the International Swaps and Derivatives Association Annual Meeting
Thank you for the kind introduction. It’s good to be back with the International Swaps and Derivatives Association (ISDA) again. As is customary, I’d like to note that I’m not speaking on behalf of my fellow Commissioners or the SEC staff. Swaps emerged in the 1980s to provide producers and merchants with a way to […]
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Posted in Derivatives, Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Cryptocurrency, Derivatives, SEC, SEC rulemaking, Securities regulation, Swaps, Systemic risk, Transparency
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BlackRock on Climate-Related Shareholder Proposals
BlackRock Investment Stewardship (BIS) takes a case-by-case approach to shareholder proposals and, without exception, takes voting decisions on proposals as a fiduciary acting in clients’ long-term economic interests. BIS continues to see voting on shareholder proposals playing an important role in stewardship. Having supported 47% of environmental and social shareholder proposals in 2021, BIS notes […]
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Posted in Corporate Elections & Voting, ESG, Institutional Investors
Tagged BlackRock, Climate change, ESG, Index funds, Institutional Investors, Shareholder proposals, Shareholder voting, Stewardship
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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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