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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
The Russian Invasion of Ukraine: A Lesson in Stakeholder Capitalism?
It’s possible that the autocratic regime in Russia didn’t fully appreciate the power of stakeholder capitalism. In the wake of the invasion, stakeholders have clearly chosen sides—and they do not include the Kremlin. Corporations have responded, and many have decided to sever Russian ties through divestment. Shell and BP recently announced their intention to abandon […]
Click here to read the complete postESG Leader or Laggard?
Companies are opening their eyes to their obligations for action and disclosure on environmental, social and governance (ESG) issues, either as a response to investor demand, recognition of the risk mitigation benefits and opportunities, or because of financial impact. Understanding your ESG rating is key to staying one step ahead of your competitors. It shows […]
Click here to read the complete postEU Publishes Draft Corporate Sustainability Due Diligence Directive
On 23 February 2022, the European Commission published its much-anticipated draft corporate sustainability and due diligence directive (the Draft Directive), after a number of delays (see our Previous Blog). The Draft Directive sets out a proposed EU standard for human rights and environmental due diligence (HREDD). This includes an obligation for companies to take appropriate […]
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Posted in Accounting & Disclosure, ESG, International Corporate Governance & Regulation, Practitioner Publications
Tagged Climate change, Corporate liability, Due diligence, ESG, EU, Europe, Human rights, Stakeholders, Sustainability
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Countercyclical Corporate Governance
As the economy lurched from the global financial crisis, to the period of prolonged stagnation and elevated unemployment that followed, to the suspension of economic activity in the COVID-19 crisis, and now to a period of dislocation and elevated inflation, the limits of traditional macroeconomic tools were revealed. Governments looked to existing fiscal and monetary […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, ESG, Financial Crisis
Tagged Corporate purpose, COVID-19, ESG, Financial crisis, Labor markets, Macroeconomics, Market conditions, Stakeholders
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IPO Readiness: Establishing an Initial Equity Program and Share Reserve Pool
Pay Governance reviewed 368 initial public offerings (IPOs) in 2021 to understand equity program practices which included: dilution at IPO, new share pools, evergreen provisions, and overhang levels. Companies typically enter into an IPO with pre-IPO equity awards to management/employees representing approximately 5.4% of shares outstanding (commonly referred to as dilution). Virtually all companies request […]
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Posted in Executive Compensation, Practitioner Publications
Tagged Capital formation, Capital structure, Dilution, Equity-based compensation, Executive Compensation, Incentives, IPOs
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2022 Proxy Season Preview
This post provides insights into key corporate governance and shareholder voting trends in the 2022 proxy season. We include data on the results of 4,125 public company annual meetings held between January 1 and June 30, 2021, along with five-year trends. The 2022 proxy season is shaping up to be an especially active one, with […]
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Posted in Boards of Directors, Corporate Elections & Voting, ESG, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Climate change, ESG, Human capital, Institutional Investors, Proxy season, Say on pay, Shareholder activism, Shareholder proposals, Shareholder voting
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Preliminary Procedures in Shareholder Derivative Litigation: A Beneficial Legal Transplant?
Shareholder derivative suits, which shareholders bring to enforce claims of the corporation, are a perennial subject of debate. While it is often seen as a nuisance in jurisdictions where it is frequent, such as in the United States, derivative suits are notably scarce in many countries. In principle, derivative suits can have a beneficial impact […]
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Posted in Academic Research, Boards of Directors, International Corporate Governance & Regulation, Securities Litigation & Enforcement
Tagged Boards of Directors, Derivative suits, Discovery, International governance, Securities litigation, Shareholder suits
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Scales Tipped Toward More Women Joining Boards in California in 2021
With the passage of SB 826 in 2018, California became the first state to mandate board gender diversity (see this PubCo post). To measure the impact of that legislation, in 2020, California’s current First Lady co-founded the California Partners Project. In 2020, the CPP released a progress report on women’s representation on boards of public […]
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Posted in Boards of Directors, ESG, Practitioner Publications
Tagged Board composition, Board dynamics, Boards of Directors, California, ESG, State law
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Delaware Confirms Importance of Up-to-Date and Unambiguous Advance Notice Bylaws
In a recent decision, Delaware continued its longstanding practice of enforcing unambiguous bylaws, affirming a company’s rejection of an activist nomination notice for failure to comply with requirements of its advance notice bylaws, including that nominations may be made only by a shareholder of record and that a company’s required form of nominee questionnaire may […]
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Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Advanced notice, Boards of Directors, Charter & bylaws, Delaware law, Hostile takeover, Merger litigation, Mergers & acquisitions, Proxy contests
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