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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
Modernization of Regulation S-K
We are proposing amendments to modernize the description of business (Item 101), legal proceedings (Item 103), and risk factor (Item 105) disclosure requirements in Regulation S-K. We are proposing amendments to these items to improve these disclosures for investors and to simplify compliance for registrants. Pursuant to Section 108 of the Jumpstart Our Business Startups […]
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Posted in Accounting & Disclosure, Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Disclosure, Environmental disclosure, ESG, Regulation S-K, SEC, SEC enforcement, Securities enforcement, Securities regulation
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Female Board Power and Delaware Law
Gender diversity in the corporate boardroom is receiving significant belated attention. Much of that attention has revolved around prescriptive legislation, academic research, and business results—and one point of focus is an increase in the number of female directors. This article, however, outlines options under Delaware corporate law for jumpstarting an increase in the influence of […]
Click here to read the complete postBest Practice Principles for Shareholder Voting, Research & Analysis
The 2019 Best Practice Principles for Shareholder Voting Research & Analysis were launched this week, as an update to the original Principles formulated in 2014. The original 2014 Principles were developed in response to the ESMA Final Report and Feedback Statement on the Consultation Regarding the Role of the Proxy Advisory Industry in February 2013, […]
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Posted in Accounting & Disclosure, Corporate Elections & Voting, International Corporate Governance & Regulation, Practitioner Publications, Securities Regulation
Tagged Conflicts of interest, Engagement, International governance, Jurisdiction, Ownership, Proxy advisors, Proxy voting, Shareholder communications, Shareholder voting, Stakeholders, Stewardship, Stewardship Code, Transparency
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Adoption of CSR and Sustainability Reporting Standards: Economic Analysis and Review
Sustainability and Corporate Social Responsibility (CSR) have become important to many corporations and the majority of large firms today voluntarily provide reports on their CSR initiatives, risks, and activities. However, because there are no commonly agreed upon (or mandatory) CSR reporting standards there is substantial heterogeneity in CSR disclosures. This heterogeneity makes it difficult for […]
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Posted in Academic Research, Accounting & Disclosure, Corporate Social Responsibility, Institutional Investors
Tagged Corporate Social Responsibility, Disclosure, Environmental disclosure, ESG, Institutional Investors, Sustainability
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Managing Legal Risks from ESG Disclosures
Whether on their own initiative or in response to pressure from regulators, consumers, or activist shareholders, many issuers are disclosing more and more about their environmental, social, and governance (“ESG”) practices. Issuers are publishing information about their accomplishments, current efforts, and future commitments in each of these areas, including in the U.S. Securities and Exchange […]
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Posted in Accounting & Disclosure, Boards of Directors, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Climate change, Disclosure, Environmental disclosure, ESG, Risk assessment, Risk management, Securities regulation, Sustainability
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Building a Sustainable and Competitive Economy: An Examination of Proposals to Improve Environmental, Social, and Governance Disclosures
Chairwoman Maloney, Ranking Member Huizenga, and Members of the Subcommittee: Thank you for inviting me to appear here today to discuss Environmental, Social, and Governance, or “ESG” disclosures, and the Securities and Exchange Commission (“SEC”) disclosure regime more generally. From 2002 to 2008, I served as a Commissioner of the SEC, and before that I […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Regulation, Speeches & Testimony
Tagged Climate change, Disclosure, Environmental disclosure, ESG, Public firms, Risk disclosure, SEC, Securities regulation, Sustainability, Taxation
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Net-Zero By 2050: Investor Risks in the Context of Deep Decarbonization of Electricity Generation
In recent years, institutional investors worldwide have won substantial advances in corporate disclosures and engagement on climate change. Companies across a range of industries have set emissions reductions targets, undertaken scenario planning, and made meaningful disclosures of climate-related risks. Moreover, despite the Trump Administration’s announced plan to withdraw from the 2015 Paris Agreement, investors joined […]
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Posted in Accounting & Disclosure, Corporate Social Responsibility, Institutional Investors, Practitioner Publications
Tagged Climate change, Disclosure, Environmental disclosure, ESG, Institutional Investors, Risk, Sustainability
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Finalized Volcker Rule Amendments
In 2018, President Trump signed the Economic Growth, Regulatory Relief, and Consumer Protection Act (the “Growth Act”) into law. The Growth Act significantly amended two aspects of the Volcker Rule: (1) creating an exemption for community banks, and (2) increasing opportunities to have funds and their investment advisers co-brand by sharing names. On Tuesday, July […]
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Posted in Banking & Financial Institutions, Financial Regulation, Practitioner Publications, Securities Regulation
Tagged Banks, Financial institutions, Financial regulation, Growth Act, Securities regulation, Volcker Rule
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Cleveland, Kondo, and Capital: Remarks before the American Chamber of Commerce
It is an honor to be with you today [August 7, 2019]. I have long wanted to visit Japan. Indeed, one of the options I explored following college was coming to Japan to teach English. Instead I ended up in Austria—not teaching English. My would-have-been students are certainly better off for it, but I am […]
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Posted in Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Capital formation, Innovation, Investor protection, IPOs, Public firms, SEC, SEC rulemaking, Securities enforcement, Securities regulation
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5 Steps for Tying Executive Compensation to Sustainability
The final link in the chain of improving corporate accountability for sustainability is to tie improvements to pay. In a November 2018 article, we explained that companies should use incentives to motivate executives to tap big strategic opportunities related to environmental, social, and governance (ESG) goals. Now we want to describe how these incentives should […]
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Posted in Accounting & Disclosure, Executive Compensation, Practitioner Publications
Tagged Climate change, Corporate Social Responsibility, Environmental disclosure, ESG, Executive Compensation, Incentives, Sustainability
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