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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
Recent SEC Enforcement Developments
In order to provide an overview for busy in-house counsel and compliance professionals, we summarize below some of the most important SEC enforcement developments from the past month, with links to primary resources. This has been a busy month for SEC rulemaking and enforcement alike, and we examine the following questions: What can we glean […]
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Posted in Accounting & Disclosure, Practitioner Publications, Private Equity, Securities Litigation & Enforcement, Securities Regulation
Tagged Cryptocurrency, Cybersecurity, Financial reporting, Money laundering, Private funds, Risk management, SEC, SEC enforcement, Securities enforcement, Whistleblowers
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How to Make Your 2022 Climate Resolutions Stick
The novelty of the new year is waning, and many resolutions are already losing steam—or have been abandoned altogether. What have we learnt? That anything worth doing is going to take more than changes in the margins. Resolutions, especially the big ones, tend to fizzle without serious lifestyle changes. A version of this is playing […]
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Posted in Boards of Directors, ESG, Practitioner Publications
Tagged Accountability, Boards of Directors, Climate change, Environmental disclosure, ESG, Materiality, Sustainability
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Implications of Lee for a Board’s Decision to Reject a Nomination Notice
In Strategic Investment Opportunities v. Lee Enterprises (Feb. 14, 2022), the Delaware Court of Chancery reviewed the decision by the board of directors of Lee Enterprises, Inc. (“Lee”) to reject the director nominations notice provided by its dissident stockholder Strategic Investment Opportunities LLC (“Opportunities”). Opportunities is an affiliate of hedge fund Alden Global Capital LLC, […]
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Posted in Boards of Directors, Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Advanced notice, Boards of Directors, Charter & bylaws, Delaware cases, Delaware law, Director nominations, Proxy contests, Securities litigation, Shareholder activism, Shareholder nominations
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Board Leadership and Performance in a Crisis
During the early weeks of the COVID-19 pandemic, we spoke to seasoned board directors and retired CEOs with a track record of navigating crises to identify a set of crisis management lessons for boards. As organizations are now faced with a new geopolitical crisis following Russia’s invasion of Ukraine, many of these crisis management recommendations […]
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications
Tagged Board communication, Board performance, Boards of Directors, Corporate culture, Cybersecurity, Risk, Risk management, Shocks
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The Logic and Limits of the Federal Reserve Act
Over the past fourteen years, the footprint of the Federal Reserve, the U.S. central bank, expanded dramatically. The Fed repeatedly rescued overleveraged financial companies, backstopped foreign financial institutions, and purchased trillions of dollars of mortgage-backed securities. In 2020, it even created a set of novel facilities to assist medium-sized enterprises and municipal governments. In the […]
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Posted in Academic Research, Banking & Financial Institutions, Financial Regulation
Tagged Banks, Central banking, Federal Reserve, Financial institutions, Financial regulation, Monetary policy, Shadow banking
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Weekly Roundup: March 18-24, 2022
The EU Sustainable Corporate Governance Initiative: Where are We and Where are We Headed? Posted by Wolf-Georg Ringe (University of Hamburg) and Alperen A. Gözlügöl (Leibniz Institute for Financial Research), on Friday, March 18, 2022 Tags: Climate change, Environmental disclosure, ESG, EU, Europe, European Commission, International governance, Sustainability Developments in U.S. Securities Fraud Class Actions Against Non-U.S. Issuers Posted by David H. Kistenbroker, Joni S. […]
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As the world reels from Russia’s assault on Ukraine, whither ESG? Western companies have taken unprecedented steps to exit their interests in Russia. Those who have hesitated have faced significant public pressure to take action and have been hit with severe reputational costs. Meanwhile, the spike in global energy prices has led some to speculate […]
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Posted in Accounting & Disclosure, ESG, International Corporate Governance & Regulation, Practitioner Publications
Tagged ESG, International governance, Reputation, Russia, Shareholder value, Stakeholders, Ukraine
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Cyber Risk and Voluntary Service Organization Control (SOC) Audits
Modern firms routinely manage their financial reporting systems using third-party cloud computing and other enterprise technologies. This practice, while often facilitating cost reductions and remote work, puts the integrity of the financial statements at risk, especially given the threat of cyberattacks. Indeed, U.S. Federal Reserve Chairman Jerome Powell remarked in April 2021 that “The risk […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research
Tagged Audits, Cybersecurity, Disclosure, Internal control, Risk, Risk disclosure
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Backed by SPACs, IPOs Hit New Heights in 2021
The global IPO market made up for lost time in 2021. After a slow 2019 and a pandemic-battered 2020, new issues came roaring back last year—3,021 listings (inc. SPACs) raised US$601.2 billion, valuing the newly floated companies at US$2.7 trillion. Overall, this was a year-on-year increase of 88 percent in volume and 87 percent by […]
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Posted in International Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications
Tagged Capital formation, International governance, IPOs, Mergers & acquisitions, Private equity, SPACs, Special purpose vehicles
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E&S Metrics and Executive Compensation
Introduction Stemming from increasing shareholder stewardship on matters of risk, investors have expanded the scope of their evaluation of companies from pure financials to include topics like human capital management, diversity, safety—the list goes on. And for good reason: research has shown a linkbetween good environmental and social (E&S) practices and strong financial performance. To […]
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Posted in Accounting & Disclosure, Corporate Elections & Voting, ESG, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged ESG, Executive Compensation, Human capital, Incentives, Performance measures, Proxy advisors, Stakeholders, Sustainability
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