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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
Remarks Before the Council of Institutional Investors
Thank you, Mary [Francis], for that kind introduction and for the opportunity to be here today. Before I begin, I will give my standard disclaimer. The comments I make today represent my own views and not necessarily those of the Commission or my fellow Commissioners. I consider it a great honor to have some time […]
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Posted in Corporate Social Responsibility, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Arbitration, Board composition, Boards of Directors, Class actions, Disclosure, Diversity, Dual-class stock, Engagement, ESG, Institutional Investors, SEC, Securities regulation, Shareholder proposals
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The End of “Corporate” Governance: Hello “Platform” Governance
A significant development in the global economy over the last two decades has been the emergence of businesses that define and organize themselves as “platforms.” By platform, we refer to any organization that uses digital and other emerging technologies to create value by facilitating connections between two or more groups of users. Think Amazon, Facebook, […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation
Tagged Cybersecurity, Financial technology, Privacy, Social capital, Social media, Social networks, Tech companies
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Driving the Conversation: Long-Term Roadmaps for Long-Term Success
Despite clear evidence that investors prefer long-term communications focused on a few key drivers of performance, companies remain mired in information demands from all sides. Long-term roadmaps are a form of investor communication that brings together a unified articulation of how a company will create long-term value with the most relevant metrics to track long-term […]
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Posted in Accounting & Disclosure, Institutional Investors, Practitioner Publications
Tagged Accounting, Board communication, Boards of Directors, Engagement, Firm performance, Institutional Investors, Long-Term value, Shareholder value, Short-termism
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An Early Look at 2019 US Shareholder Proposals
In the U.S., shareholder proposal filings have historically played an important role in advancing corporate governance and in highlighting key risks related to environmental and social issues. Some of the major shifts in governance practices during the past two decades—including the annual elections of directors, the adoption of majority vote standard for director elections, and […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Corporate Social Responsibility, Practitioner Publications
Tagged Corporate Social Responsibility, Disclosure, Environmental disclosure, ESG, Institutional Investors, Proxy voting, Shareholder proposals, Shareholder voting
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Peer Group Choice and Chief Executive Officer Compensation
Our new study examines the board of director choice of peer firms used in setting CEO compensation. One controversial question is whether selecting relatively large, highly paid peer firms is appropriate. The common rationale is that many firms want to attract and hire highly talented executives from larger firms with higher levels of CEO pay. […]
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Posted in Academic Research, Accounting & Disclosure, Boards of Directors, Empirical Research, Executive Compensation
Tagged Agency costs, Boards of Directors, Executive Compensation, Firm performance, Human capital, Labor markets, Management, Peer groups, Rent-seeking
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Proposed “Test-the-Waters” Communications Rules
The SEC has proposed new rules that would permit all issuers to solicit investor views about potential offerings to be taken into account at an earlier stage in the process than is the case today. The new rule and related amendments would expand the “test-the-waters” accommodation—currently available to emerging growth companies or “EGCs”—to all issuers, […]
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Posted in Accounting & Disclosure, Institutional Investors, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Accredited investors, Capital formation, Equity offerings, Institutional Investors, Investor protection, JOBS Act, Regulation FD, SEC, SEC rulemaking, Securities regulation
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Change the Conversation—Redefining How Companies Engage Investors on Sustainability
When Ceres released The Ceres Roadmap for Sustainability—our vision for corporate sustainability leadership in the 21st century—in 2010, sustainable business leaders were easily identified and few in number. Now it is commonplace to find a “sustainability” or “corporate responsibility” section included on company websites. Increased public awareness, regulation and investor interest has made acknowledging environmental […]
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Posted in Accounting & Disclosure, Corporate Social Responsibility, Institutional Investors, Practitioner Publications
Tagged Accountability, Asset management, Corporate Social Responsibility, Disclosure, Engagement, Environmental disclosure, ESG, Impact investing, Institutional Investors, Sustainability
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Reconsidering Stockholder Primacy in an Era of Corporate Purpose
There is now a growing consensus that corporations must focus on corporate purposes beyond stockholder value. As Blackrock’s Larry Fink recognized in his 2018 letter to CEOs (and largely reiterated in his 2019 letter), “society is demanding that companies, both public and private, serve a social purpose. To prosper over time, every company must not […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Corporate Social Responsibility, Institutional Investors
Tagged Corporate Social Responsibility, ESG, Institutional Investors, Shareholder primacy, Shareholder rights, Shareholder value, Stakeholders
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Oral History Documentary Videos on Landmark Developments in Delaware Corporate Law
The Institute for Law and Economics (ILE) at the University of Pennsylvania Law School has released two new oral history documentary videos that offer unprecedented insight into some of the most pivotal developments in corporate law. One of the new videos tells the story of the famous Walt Disney shareholder derivative litigation challenging Michael Ovitz’s […]
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Posted in Academic Research, Court Cases, Securities Regulation
Tagged Delaware law, DGCL, DGCL Section 102, Legal history, Securities regulation, Shareholder suits, State law
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Commodity Exchange Act Liability for Smart Contract Coders
The Commodity Futures Trading Commission (CFTC) is considering how smart contract applications on the blockchain implicate its jurisdiction and enforcement authority. Smart contracts are pieces of code on a blockchain that execute certain steps (such as moving a cryptocurrency from one wallet to another) when a condition or set of conditions is met. They are […]
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Posted in Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Blockchain, CFTC, Contracts, Cryptocurrency, Financial technology, Liability standards, Securities enforcement, Securities litigation, Securities regulation
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