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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
What’s Next for US M&A
As predicted in our previous M&A report, 2022 has not lived up to the runaway performance of 2021. As activity—still at impressive levels considering everything that has been thrown at the deal market—takes a breather, we consider five fundamental trends that may play out over the coming months. 1. Rates and financing costs to increase […]
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Posted in Institutional Investors, International Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications
Tagged Due diligence, ESG, Institutional Investors, International governance, Mergers & acquisitions, Private equity, Supply chain, UK
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Safeguarding Trust: The Board’s Role in Integrating ESG and ERM
The war in Ukraine is a human tragedy. From a business management perspective, it is also an example of old-school “global geo-political risk.” But the fast, overwhelming exodus from Russia and support for Ukraine isn’t driven primarily by old-school operational risk concerns over raw material costs and supply chain disruptions. For most companies, the primary […]
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Posted in Practitioner Publications
Tagged Boards of Directors, ESG, Management, Risk management, Stakeholders
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CEO Succession Practices in the Russell 3000 and S&P 500: 2022 Edition
These Key Findings are based on a dataset downloaded on July 6, 2022 from CEO Succession Practices in the Russell 3000 and S&P 500: Live Dashboard. The Live Dashboard is updated weekly with information on succession announcements about chief executive officers (CEOs) made at Russell 3000 and S&P 500 companies; please browse the Live Dashboard […]
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Posted in Practitioner Publications
Tagged Boards of Directors, COVID-19, Diversity, Executive turnover, Risk management, Succession
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The Global ESG Regulatory Framework Toughens Up
Global ESG regulation is set to make a leap with new requirements for private businesses to report on and prevent adverse impacts on climate, the environment and human rights. We summarise three key regulatory developments that should be on the agenda for large companies. CSDDD: The European Commission adopted its proposal for the Corporate Sustainability […]
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Posted in Accounting & Disclosure, ESG, International Corporate Governance & Regulation, Practitioner Publications
Tagged Climate change, Environmental disclosure, ESG, EU, Europe, International governance, SEC, Securities regulation, Sustainability
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“Pay Versus Performance” Rule Increase Disclosure Obligations for Public Firms
On August 25, 2022, the U.S. Securities and Exchange Commission (the SEC) issued final rules on the “pay versus performance” disclosure. These rules, which were in process for over seven years, dramatically expand the information that public companies will be required to disclose regarding the relationship between their executive compensation and the company’s financial and […]
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Posted in Accounting & Disclosure, Executive Compensation, Practitioner Publications, Securities Regulation
Tagged Compensation disclosure, Dodd-Frank Act, Executive Compensation, Firm performance, Pay for performance, Performance measures, SEC, SEC rulemaking, Shareholder value
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A Primer on DAOs
In Colonial times, there were “joint stock corporations,” then came our modern-day corporations, then “limited liability companies” (LLCs). Now there are DAOs—“decentralized autonomous organizations.” DAOs (pronounced “Dows”) are a new kind of entity, regarded by their enthusiasts not as “companies” at all but as collections of individuals organized around the decentralization, autonomous functioning, transparency, and […]
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Posted in Comparative Corporate Governance & Regulation, Institutional Investors, Practitioner Publications
Tagged Blockchain, Corporate forms, Crowdfunding, Cryptocurrency, DAOs, Financial technology, Howey test, LLCs, OFAC
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CEO Political Leanings and Store-Level Economic Activity during COVID-19 Crisis: Effects on Shareholder Value and Public Health
The costs and benefits of national, state, and local policies intended to inhibit the transmission of COVID-19 and protect public health are the subject of an ongoing debate in the U.S. At the heart of this debate is the trade-off between the benefits of opening up an economy and the potential risks to public health. […]
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Posted in Academic Research, Empirical Research, ESG
Tagged COVID-19, ESG, Human capital, Political spending, Shareholder value, Stakeholders
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Cybersecurity + ESG for the Global Capital Markets
IMPLEMENTING CYBERSECURITY WITHIN THE NASDAQ ENVIRONMENTAL, SOCIAL, AND GOVERNANCE (ESG) FRAMEWORK This policy brief discusses cybersecurity from the corporate governance standpoint and illustrates how Nasdaq can implement cybersecurity into its ESG Reporting Guide, which is used by many public and private companies globally. The intersection of a company’s cybersecurity and ESG is a new corporate […]
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Posted in Practitioner Publications
Tagged Capital markets, Cybersecurity, ESG, Risk management, Stakeholders
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Indemnity and Insurance: How Directors and Officers Can Enhance Their Protections
Whether they are new executive leaders or longtime members of a corporate board, directors and officers should be considering two prongs of protection—a robust insurance program and a tailored indemnification agreement. Directors and officers can face significant personal exposure whenever their company is involved in a dispute or investigation. For example, for the past 10+ […]
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Posted in Comparative Corporate Governance & Regulation, Practitioner Publications, Securities Litigation & Enforcement
Tagged D&O insurance, Director liability, Indemnification, Liability standards, Securities litigation, Shareholder suits
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About the SEC’s Climate Proposal
About the proposal On March 21, 2022, the SEC issued proposed rule, The Enhancement and Standardization of Climate-Related Disclosures for Investors. The comment period closed on June 17. We have identified key themes from the responses. Regardless of this proposal, compliance with existing requirements includes the 2010 climate-related guidance issued by the SEC staff. Get […]
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Posted in Accounting & Disclosure, ESG, Practitioner Publications, Securities Regulation
Tagged Climate change, Environmental disclosure, ESG, SEC, SEC rulemaking, Securities regulation, Sustainability
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