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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
Weekly Roundup: August 2–8, 2019
A Catch 22 for Asset Managers Posted by Jasmin Sethi, Sethi Clarity Advisers LLC, on Friday, August 2, 2019 Tags: Asset management, BlackRock, Diversity, Engagement, Index funds, Institutional Investors, Shareholder voting, SSgA, Transparency, Vanguard Opportunities for Cross Border Cooperation in Regulation of Digital Assets Posted by Hester M. Peirce, U.S. Securities and Exchange Commission, on Friday, August 2, 2019 Tags: Cryptocurrency, Financial technology, Howey test, ICOs, International governance, Investor protection, Safe harbor, SEC, Securities regulation Weeds […]
Click here to read the complete postFive Takeaways From the 2019 Proxy Season
As the spotlight on board diversity intensifies, the pace at which women are joining boards is accelerating, and a growing number of companies are disclosing the board’s racial and ethnic diversity. At the same time, against a backdrop of increased focus on companies’ efforts to create long-term value, enhanced proxy disclosures on corporate sustainability highlight […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Social Responsibility, Institutional Investors, Practitioner Publications
Tagged Board composition, Boards of Directors, Corporate Social Responsibility, Disclosure, Diversity, ESG, Institutional Investors, Sustainability
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Employer Losses and Deferred Compensation
Companies and their employees may choose whether to structure pay as cash or other currently includable and deductible compensation or as deferred compensation, including equity-based pay, which will be included in income and deducted in the future. It is well understood that taxes affect the attractiveness of deferred compensation relative to current compensation and that […]
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Posted in Academic Research, Executive Compensation
Tagged Equity-based compensation, Executive Compensation, Incentives, Taxation
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Spotlight on Boards
The ever-evolving challenges facing corporate boards prompt periodic updates to a snapshot of what is expected from the board of directors of a major public company—not just the legal rules, or the principles published by institutional investors and various corporate and investor associations, but also the aspirational “best practices” that have come to have equivalent […]
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Posted in Accounting & Disclosure, Boards of Directors, Institutional Investors, Practitioner Publications
Tagged Board oversight, Boards of Directors, Corporate culture, Engagement, ESG, Institutional Investors, Long-Term value, Management, Risk management, Sustainability
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California Dreaming?
In 2013, California followed the transnational trend and passed a voluntary quota for women on corporate boards. While many developed economies had already adopted hard quotas, California passed a much softer one. Over the following years, shocking tales of sex inequality and harassment surfaced in California’s marquee industries, Hollywood and Silicon Valley. As a result, […]
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Posted in Academic Research, Boards of Directors, Corporate Social Responsibility, International Corporate Governance & Regulation, Securities Regulation
Tagged Boards of Directors, California, Corporate Social Responsibility, Diversity, Europe, Incentives, International governance, Securities regulation, State law
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France’s First Binding “Non” on Say-On-Pay
The 2019 season marked French shareholders’ second opportunity to cast retrospective binding votes on executive compensation—and for the first time, shareholder votes prevented the payment of a bonus award, as well as the implementation of a new pay policy. Many markets offer a say-on-pay vote these days, but under Sapin II legislation, which came fully […]
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Posted in Boards of Directors, Comparative Corporate Governance & Regulation, Executive Compensation, International Corporate Governance & Regulation, Program News & Events
Tagged Boards of Directors, EU, Executive Compensation, France, International governance, Management, Say on pay, Shareholder voting
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Appraisal Update: Unaffected Market Price Makes a Comeback
After the Delaware Supreme Court’s recent Aruba decision, many commentators predicted that, going forward, the Court of Chancery would not rely on the target’s unaffected market trading price to determine fair value in appraisal cases, other than as a “check” on other valuation methodologies. It may therefore come as a surprise that in a decision […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Appraisal rights, Delaware cases, Delaware law, Merger litigation, Mergers & acquisitions
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The Bond Villains of Green Investment
Green bonds are critical to addressing climate change. The most recent Intergovernmental Panel on Climate Change report shows that unless dramatic corrective action is taken in the next decade, humanity could see mass migrations, food scarcity, and instability as early as 2040. To mitigate greenhouse gas emissions and prevent the most serious harms requires unprecedented levels of investment from the […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research, Securities Regulation
Tagged Bonds, Climate change, Credit risk, Environmental disclosure, ESG, Investor protection, Reputation, Risk, Securities regulation, Sustainability, Transparency
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A Roadmap for President Trump’s Crypto-Crackdown
Last week, at 8:15 PM EST on July 11th, 2019, in a thunderous tweet-storm, President Donald Trump officially lambasted Bitcoin and all other cryptocurrencies: Not surprisingly, the cryptocurrency market, which tends to feed on attention, celebrated President Trump’s tweets. In fact, many in the cryptocurrency community brazenly spun President Trump’s tweets as validation that cryptocurrencies […]
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Posted in Banking & Financial Institutions, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Banks, Bitcoin, Cryptocurrency, Donald Trump, Financial institutions, Financial regulation, Financial technology, ICOs, Money laundering
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