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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
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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The Director-Shareholder Engagement Guidebook
When you hear the phrase “shareholder engagement” we want you to think “shareholder trust.” Gaining the trust of your shareholders doesn’t happen overnight. It grows slowly through an ongoing commitment to transparency and openness. As the elected representatives of shareholders, it is critical that independent directors not only participate in shareholder engagement but assume a leadership […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Board communication, Board oversight, Boards of Directors, Engagement, Institutional Investors, Proxy advisors, Risk management, Shareholder activism, Shareholder voting
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Rise of the Shadow ESG Regulators
Federal securities law is grounded in the principle of disclosure; however, many have found wanting the prevailing disclosure requirements for the social and environmental impacts of public corporations. The sustainability practices of business might be better regulated if companies reported about them with greater care. But U.S. public companies spend less time communicating with investors […]
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Posted in Academic Research, Accounting & Disclosure, Institutional Investors
Tagged Asset management, Disclosure, Environmental disclosure, ESG, Fiduciary duties, Institutional Investors, Risk, SASB, Shareholder value, Sustainability
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Comment Letter Regarding Mandatory Arbitration Bylaw Proposal at Johnson & Johnson
I am writing on behalf of the Council of Institutional Investors (CII). CII is a nonprofit, nonpartisan association of public, corporate and union employee benefit funds, other employee benefit plans, state and local entities charged with investing public assets, and foundations and endowments with combined assets under management exceeding $4 trillion. Our member funds include […]
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