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HLS Faculty & Senior Fellows
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
War in Ukraine: Is ESG at a Crossroads?
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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Next-Generation Securitization: NFTs, Tokenization, and the Monetization of “Things”
In Next-Generation Securitization: NFTs, Tokenization, and the Monetization of ‘Things’, forthcoming in the Boston University Law Review, I examine the recent phenomenon of non-fungible tokens (NFTs) and tokenization. These are being used to monetize—that is, to raise cash by selling to investors interests in—a diverse range of non-cash-generating assets, including art, collectible cars, access to […]
Click here to read the complete postStatement by Commissioner Crenshaw on Proposed Mandatory Climate Risk Disclosures
Today marks an important and long-awaited step forward for the Securities and Exchange Commission. While other jurisdictions and independent bodies have made significant strides to provide investors and companies with a basic framework for climate-related disclosures, for too long we have left the U.S. markets to rely solely on outdated and outmoded guidance. In that […]
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Posted in Accounting & Disclosure, ESG, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Climate change, Disclosure, Environmental disclosure, ESG, SEC, SEC rulemaking, Securities regulation, Stakeholders, Sustainability
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Corporate Governance Lessons from New Chief Legal Officer Surveys
Two prominent new surveys on the role and function of the Chief Legal Officer (“CLO”) contribute to “best practices” expectations that the corporate legal function assumes a significant hierarchical position within the organization. This is a particularly important development, given the upcoming 20th anniversary of the Sarbanes-Oxley Act and renewed interest in the degree of […]
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications
Tagged Board independence, Board oversight, Boards of Directors, General counsel, Inside counsel, Management, Oversight, Surveys
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Statement by Chair Gensler on Proposed Mandatory Climate Risk Disclosures
Today, the Commission is considering a proposal to mandate climate-risk disclosures by public companies. I am pleased to support today’s proposal because, if adopted, it would provide investors with consistent, comparable, and decision-useful information for making their investment decisions and would provide consistent and clear reporting obligations for issuers. Over the generations, the SEC has […]
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Posted in Accounting & Disclosure, ESG, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Climate change, Disclosure, Environmental disclosure, ESG, SEC, SEC rulemaking, Securities regulation, Stakeholders, Sustainability
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The Law and Economics of Equity Swap Disclosure
The Securities and Exchange Commission has put forward for public comment a rule proposal that would mandate immediate disclosure of the acquisition of any equity swap position with a dollar value exceeding $300 million. In my paper The Law and Economics of Equity Swap Disclosure, and in a comment letter I filed with the Commission, […]
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