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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
Weekly Roundup: March 11-17, 2022
Women and M&A Posted by Afra Afsharipour (UC Davis), on Friday, March 11, 2022 Tags: Decision-making, Diversity, ESG, Management, Mergers & acquisitions Remarks by Chair Gensler Before the Investor Advisory Committee Posted by Gary Gensler, U.S. Securities and Exchange Commission, on Friday, March 11, 2022 Tags: Conflicts of interest, Cybersecurity, Disclosure, ESG, Financial technology, Privacy, SEC, SEC rulemaking, Securities regulation The Ongoing Debate at the SEC on Climate Disclosure Rules Posted […]
Click here to read the complete postComing to Terms with a Maturing ESG Landscape
The momentum and support for environmental, social and governance (ESG) integration into the investment process has reached critical mass. Most companies now recognize the strategic need to have an ESG story, and some are even leveraging ESG leadership as a key differentiator from competitors. Stakeholders may be looking for 2022 to represent the year that […]
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Posted in Boards of Directors, ESG, Institutional Investors, Practitioner Publications
Tagged Accountability, Boards of Directors, Climate change, ESG, Institutional Investors, Say on climate, Shareholder proposals, Sustainability, Transparency
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Trading Ahead of Barbarians’ Arrival at the Gate: Insider Trading on Non-Inside Information
All major securities markets have developed laws, rules, and systems that regulate trades by insiders and their affiliates who have privileged access to material nonpublic information, and criminalize insider trades that are based on, or misappropriate, such information. While the theory and practice of insider trading law and regulation have evolved over time, the boundary […]
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Posted in Academic Research, Empirical Research, Securities Litigation & Enforcement, Securities Regulation
Tagged Information asymmetries, Information environment, Inside information, Insider trading, Schedule 13D, Securities enforcement, Securities regulation, Shareholder activism
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What Exactly Is an Independent Director?
Takeaways Independence is neither a fixed condition nor a universal status for all purposes. Events and relationships can disqualify an otherwise independent director from participating in decisions. No matter how pure a director’s motives, if they are not alert to independence issues, plaintiffs may portray them as compromised, which could jeopardize board actions. Courts are […]
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Posted in Boards of Directors, Comparative Corporate Governance & Regulation, Practitioner Publications
Tagged Board dynamics, Board independence, Boards of Directors, Conflicts of interest, Director qualifications, Management
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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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