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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
No More Blue or Gold Cards
Negotiating about who gets which color on a proxy card is always an odd highlight of a proxy contest. Company counsel, activist investors, proxy solicitors, and corp gov aficionados understand this, while others just puzzle over different colored scraps of coded paper. Thanks to new SEC regulations mandating a universal proxy card (UPC), this nominally […]
Click here to read the complete postOverseeing Cyber Risk
Cyber risk management is no longer just about preventing breaches. A good program can also help companies get back on their feet and mitigate financial and reputational damage when a breach occurs. How do you know whether your company is doing all it should? Nearly three quarters of US CEOs in PwC’s 25th Annual Global […]
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Posted in Accounting & Disclosure, Practitioner Publications
Tagged Cybersecurity, Ransomware, Risk, Risk disclosure, Risk management
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SEC Survives Initial Challenge in First Enforcement Action Alleging “Shadow Trading”
On January 14, 2022, the US District Court for the Northern District of California denied an individual defendant’s motion to dismiss in SEC v. Panuwat, an insider trading case accusing a former pharmaceutical company employee of trading in a competitor’s stock ahead of a merger. This novel US Securities and Exchange Commission (SEC) enforcement action involves […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Inside information, Insider trading, Rule 10b-5-1, SEC, SEC enforcement, Securities enforcement, Securities regulation, U.S. federal courts
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Monetization is the Key to Measuring Corporate Environmental Performance
Investing according to environmental, social, and governance (ESG) criteria has gained considerable momentum, influencing enormous flows of capital. Numerous financial products track aspects of ESG performance. In a recent working paper, I argue that most prior metrics focusing on environmental performance have mismeasured firm conduct in two ways. And the paper demonstrates that the tools […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research, ESG
Tagged Accounting, Climate change, Earnings disclosure, Environmental disclosure, ESG, Performance measures, Sustainability
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SEC Revisits Pay-for-Performance Proposal
Background In April 2015, the Securities and Exchange Commission (SEC) proposed an amendment to Item 402 of Regulation S-K, which included specific terms and provisions for the disclosure of pay for performance (P4P) reporting. The P4P proposal emanated from the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (Dodd-Frank). One of the key […]
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Posted in Executive Compensation, Practitioner Publications, Securities Regulation
Tagged Executive Compensation, Firm performance, Incentives, Pay for performance, Performance measures, SEC, SEC rulemaking, Securities regulation, Shareholder value
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Stakeholder Capitalism in the Time of Covid
In a study we recently released on SSRN, Stakeholder Capitalism in the Time of Covid, we use the COVID-19 pandemic to test the claims of supporters of stakeholder capitalism empirically. The pandemic was preceded and accompanied by peak support for stakeholder capitalism, with corporate leaders broadly pledging to look after the interests of stakeholders. Our investigation, […]
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Posted in Academic Research, Empirical Research, ESG, HLS Research, Mergers & Acquisitions, Private Equity
Tagged Corporate purpose, COVID-19, ESG, Incentives, Mergers & acquisitions, Private equity, Stakeholders, Sustainability
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Guidance for Engaging on Climate Risk Governance and Voting on Directors
Climate change poses urgent and systemic risks to the economy and to investors, as well as serious material risks to companies. The extent of this risk, and that there is no avenue for diversifying away from it, means that investors and proxy advisory firms need reliable public information about a company’s climate-related risk oversight and […]
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Posted in Boards of Directors, Corporate Elections & Voting, ESG, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Climate change, Engagement, ESG, Institutional Investors, Proxy voting, Shareholder voting, Sustainability
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SEC’s Proposed Buyback Disclosure Rules: Actions Companies Should Consider Taking
In addition to the recent proposed rules regarding insider trading policies, the Securities and Exchange Commission has also proposed amendments to its rules regarding disclosure about stock buybacks. The proposed rules would require an issuer to provide a new Form SR before the end of the first business day following the day the issuer executes […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Disclosure, Executive Compensation, Repurchases, Rule 10b-5-1, SEC, Securities enforcement, Securities regulation, Shareholder value
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2022 Global and Regional Trends in Corporate Governance
For the seventh consecutive year, Russell Reynolds Associates interviewed global institutional and activist investors, pension fund managers, proxy advisors, and other corporate-governance professionals to identify the corporate-governance trends that will impact boards and directors in 2022 and beyond. This year, we spoke to over 50 experts from major investors, regulators, advisors, and advocates. Global Trends […]
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Posted in Boards of Directors, ESG, International Corporate Governance & Regulation, Practitioner Publications
Tagged Australia, Board composition, Board performance, Boards of Directors, Brazil, Climate change, Diversity, Engagement, ESG, EU, Europe, Human capital, International governance, Japan, Malaysia, Singapore, Sustainability, UK
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