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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
Statement by Commissioner Peirce on Proposed Mandatory Climate Risk Disclosures
Thank you, Chair Gensler. Many people have awaited this day with eager anticipation. I am not one of them. Contrary to the hopes of the eager anticipators, the proposal will not bring consistency, comparability, and reliability to company climate disclosures. The proposal, however, will undermine the existing regulatory framework that for many decades has undergirded […]
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Posted in Accounting & Disclosure, ESG, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Climate change, Disclosure, Environmental disclosure, ESG, Materiality, SEC, SEC rulemaking, Securities regulation, Stakeholders, Sustainability
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Statement by Commissioner Lee on Proposed Mandatory Climate Risk Disclosures
Shelter from the Storm: Helping Investors Navigate Climate Change Risk This is a watershed moment for investors and financial markets as the Commission today addresses disclosure of climate change risk—one of the most momentous risks to face capital markets since the inception of this agency. The science is clear and alarming, and the links to […]
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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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Investors Expect Climate Action in 2022
In 2021, we saw investors scaling up to hold boards accountable for ESG oversight. Now, simple reporting isn’t enough — investors demand action. From an investor’s perspective, a company’s directors are expected to proactively handle the governance of the corporation as well as govern risks and opportunities related to environmental and social (E&S) issues. In […]
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Posted in Corporate Elections & Voting, ESG, Institutional Investors, Practitioner Publications
Tagged Climate change, Environmental disclosure, ESG, Institutional Investors, Shareholder activism, Sustainability
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ESG Disclosure in Silicon Valley
Throughout the last few years, investors, proxy advisors, governance professionals and a number of stakeholders have expressed a keen interest in how companies are managing their environmental, social and governance (ESG) associated risks and opportunities. Given the broad nature of ESG and the general dearth of reporting mandates, ESG disclosure practices can vary significantly. This […]
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Posted in Accounting & Disclosure, Boards of Directors, ESG, Practitioner Publications
Tagged Boards of Directors, Climate change, Disclosure, Environmental disclosure, ESG, Stakeholders, Sustainability, Tech companies
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Delaware Court Limits Discovery in Appraisal Action
The Delaware Court of Chancery recently issued an opinion making a narrow but key distinction in appraisal proceedings: the petitioners’ underlying intent in filing a Section 262 action matters. The court held that petitioners should not be allowed to obtain full discovery where the sole purpose in bringing the appraisal proceeding is to investigate potential […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Appraisal rights, Delaware cases, Delaware law, DGCL, DGCL Section 220, DGCL Section 262, Discovery, Merger litigation, Mergers & acquisitions, Securities litigation
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The Evolving Role of ESG Metrics in Executive Compensation Plans
The broad area of environmental, social, and governance (ESG) issues is undeniably making its way onto corporate boardroom agendas today. Many large institutional shareholders are asking companies to focus more, do more, and disclose more about ESG efforts. In fact, ESG is now the topic most often covered during shareholder engagements that include company directors. […]
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Posted in Accounting & Disclosure, ESG, Executive Compensation, Practitioner Publications
Tagged ESG, Executive Compensation, Incentives, Performance measures, Stakeholders
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Special Committee Report
This post surveys corporate transactions announced during the period from July through December 2021 that used special committees to manage conflicts and key Delaware judicial decisions during this period ruling on the effectiveness of such committees. While four of the 12 special committee transactions surveyed in this issue involved the proposed acquisition by a controlling […]
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Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Boards of Directors, Controlling shareholders, Delaware cases, Delaware law, Merger litigation, Mergers & acquisitions, MFW, Special committees
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Developments in U.S. Securities Fraud Class Actions Against Non-U.S. Issuers
Introduction Overall, securities class action filings dropped in 2021, down 35% from 2020. This decrease is driven largely by a drop in new merger and acquisition class actions. Similarly, the number of securities class actions against non-U.S. issuers dropped significantly from 88 in 2020 to only 42 in 2021. In contrast, as compared to all […]
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Posted in International Corporate Governance & Regulation, Practitioner Publications, Securities Litigation & Enforcement
Tagged Class actions, Compliance and disclosure interpretation, Cryptocurrency, Foreign issuers, International governance, Securities fraud, Securities litigation
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The EU Sustainable Corporate Governance Initiative: Where are We and Where are We Headed?
The European Union, frequently seen as the international pace-setter in ESG regulation, is currently making some decisive changes to its regulatory framework. As readers of this Forum will know, the EU had started a sustainable corporate governance initiative back in 2020. This initiative was backed by an Ernst & Young report, called a “study on […]
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Posted in Academic Research, Accounting & Disclosure, ESG, International Corporate Governance & Regulation
Tagged Climate change, Environmental disclosure, ESG, EU, Europe, European Commission, International governance, Sustainability
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