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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
SEC’s Climate Risk Disclosure Proposal Likely to Face Legal Challenges
On March 21, 2022, the US Securities and Exchange Commission (SEC) voted 3:1 to propose new rules that, if adopted, would require public companies to, among other things, provide audited financial statements containing climate-related financial impact and expenditure metrics, report their greenhouse gas emissions, and disclose details of how climate change is affecting their businesses […]
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Posted in Accounting & Disclosure, ESG, Practitioner Publications, Securities Regulation
Tagged Climate change, Environmental disclosure, ESG, Materiality, SEC, SEC rulemaking, Securities regulation, Sustainability
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Does Enlightened Shareholder Value Add Value?
Unlike shareholder value maximization (SV), which calls on corporate leaders to maximize shareholder value, enlightened shareholder value (ESV) combines this prescription with guidance to consider stakeholder interests in the pursuit of long-term shareholder value maximization. In a forthcoming article we recently placed on SSRN, Does Enlightened Shareholder Value Add Value?, we show that replacing SV […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, ESG, HLS Research
Tagged Corporate purpose, ESG, Shareholder primacy, Shareholder value, Short-termism, Stakeholders
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Performance Bounced Back—CEO Pay Up
CAP reviewed chief executive officer (CEO) pay levels among 50 companies with fiscal years ending between August and October 2021 (defined as the Early Filers). 2021 was a bounce back year. Median financial performance in all measures reviewed was up double digits over 2020 and median CEO total pay was up +19%. Higher bonus payouts, […]
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Posted in Accounting & Disclosure, Executive Compensation, Practitioner Publications
Tagged Accounting, ESG, Executive Compensation, Incentives, Pay for performance, Performance measures, Say on pay
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Recent Ruling on Board Diversification
In the first test of a state’s board-diversity requirement, a Los Angeles County Superior Court judge has entered summary judgment in favor of the plaintiff in Crest v. Padilla, who challenged the constitutionality of California’s law requiring California-based public companies to have at least one director on their boards from an “underrepresented community”—defined as “an individual […]
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Posted in Boards of Directors, ESG, Practitioner Publications
Tagged Board composition, Boards of Directors, California, Director qualifications, Diversity, ESG, NASDAQ, State law
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Remarks by Chair Gensler at the Annual Conference on Financial Market Regulation
Thank you. It’s good to join the Annual Conference on Financial Market Regulation once again alongside my SEC colleagues, including Chief Economist Jessica Wachter and Commissioner Allison Herren Lee. The field of economic research is central to our work at the SEC. It helps shape every aspect of our policymaking, from the early design phase […]
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Posted in Accounting & Disclosure, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Accountability, Capital markets, Cybersecurity, Disclosure, Risk, Securities enforcement, Securities regulation, Systemic risk
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Assessing ESG-Labeled Bonds
Increasingly, today’s fixed-income market presents unique opportunities for responsible investing in the form of environmental, social and governance (ESG) labeled bonds. These relative newcomers to the market can give their corporate, sovereign or securitized issuers a welcome ESG halo and could even lower their cost of debt by attracting new investors. In turn, investors are […]
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Posted in ESG, Institutional Investors, Practitioner Publications
Tagged Bonds, Climate change, ESG, Greenwashing, Institutional Investors, Sustainability
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Weekly Roundup: April 29-May 5, 2022
Stark Choices for Corporate Reform Posted by Aneil Kovvali (University of Chicago), on Friday, April 29, 2022 Tags: Climate change, Corporate purpose, ESG, Governance reform, Shareholder primacy, Stakeholders, Sustainability Remarks by Commissioner Crenshaw at Virtual Roundtable on the Future of Going Public and Expanding Investor Opportunities Posted by Caroline A. Crenshaw, U.S. Securities and Exchange Commission, on Friday, April 29, 2022 Tags: Capital formation, Direct listings, IPOs, Mergers […]
Click here to read the complete postESG During the 2022 AGM Season
While the eyes of the world are on the Russia-Ukraine war, and while companies the world over are grappling with the fallout, the 2022 AGM and proxy season is quietly getting underway. ESG is now, without question, a mainstream lens through which companies are viewed and assessed by investors. AGMs have become firmly established as […]
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Posted in Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Climate change, Diversity, Engagement, ESG, Institutional Investors, Shareholder meetings, Shareholder voting, Sustainability
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Where Nonprofits Incorporate and Why It Matters
Delaware’s dominance in the race for publicly traded company incorporations is well known. Its success in attracting other types of entities, however, is less understood but no less important. In my paper Where Nonprofits Incorporate and Why It Matters, I study the incorporation behavior of nonprofits, a trillion dollar industry that employs twelve million people […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Empirical Research
Tagged Corporate forms, Delaware law, Incorporations, Jurisdiction, Nonprofits, Stakeholders, State law
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