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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
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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The Supreme Court and the Pro-Business Paradox
One of the most notable trends of the Roberts Court is expanding corporate rights and narrowing liability or access to justice against corporate defendants. Citizens United and Hobby Lobby are the most well-known cases in this vein, but they are not alone. In the last Term, the Court heard cases on important issues ranging from […]
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Posted in Academic Research, ESG, Securities Litigation & Enforcement, Securities Regulation
Tagged Corporate liability, ESG, Human rights, Liability standards, Securities litigation, Securities regulation, Stakeholders, Supreme Court
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Audit Committee Practices Report
Audit committee oversight is an important job that just keeps getting more complex. Since the Sarbanes-Oxley Act (SOX) came into play in 2002, audit committees have evolved and adapted to fulfill their unique and expanding role. Audit committees are charged with helping oversee financial reporting, audit processes, internal controls, ethics and compliance programs, and external […]
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Posted in Accounting & Disclosure, Boards of Directors, ESG, Practitioner Publications, Securities Regulation
Tagged Accounting, Audit committee, Audits, Boards of Directors, Cybersecurity, Disclosure, ESG, External auditors, Internal auditors
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Diversity Disclosure Ratings
Background Because company disclosure is a critical aspect of assessing the mix of diverse attributes and skills of directors, Glass Lewis tracks the quality of board diversity disclosures in company proxy statements. Our 2021 Proxy Paper reports for companies in the S&P 500 index included an assessment of company proxy statement disclosures relating to board […]
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Posted in Accounting & Disclosure, Boards of Directors, ESG, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Disclosure, Diversity, ESG, Glass Lewis, Human capital, Institutional Investors, Proxy advisors
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Annual Global CEO Survey
As we near the two-year mark of the pandemic, the global economy has rebounded from the depths of mid-2020. The IMF projects global GDP to grow 4.9% in 2022, a downtick from the 5.9% growth expected in 2021, but still formidable. The 4,446 CEOs from 89 countries and territories who responded to our 25th Annual […]
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Posted in Boards of Directors, ESG, Practitioner Publications
Tagged Boards of Directors, Climate change, Cybersecurity, Environmental disclosure, ESG, Management, Stakeholders, Surveys, Sustainability
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2021 Trends in Shareholder Activism
A. ESG Activism Comes to the Forefront Activism focused on ESG—environmental, social and governance criteria, with special emphasis on “E”—has gained significant prominence and momentum this past year. Engine No. 1’s successful proxy fight against ExxonMobil, arguably the most prominent campaign of the season, marked the first proxy contest to center on ESG theses as […]
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Posted in Corporate Elections & Voting, ESG, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, Climate change, Engine No. 1, ESG, Mergers & acquisitions, Proxy contests, Shareholder activism, Shareholder voting, SPACs, Sustainability
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SEC Enforcement: Year in Review
2021 was a year of transition and recalibrated priorities for the Enforcement Division. Under the leadership of Chair Gary Gensler and Director of Enforcement Gurbir Grewal, several key areas came into focus that will impact businesses across sectors. In this post, we highlight important takeaways for business leaders and in-house counsel from the Division’s activities […]
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Posted in ESG, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Cryptocurrency, Cybersecurity, ESG, Financial technology, Insider trading, Investor protection, Misconduct, SEC, SEC enforcement, Securities enforcement, Securities regulation, SPACs
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Converting to a Delaware Public Benefit Corporation: Lessons from Experience
The past two years have seen a dramatic shift in practice relating to the Delaware public benefit corporation (the PBC)—a corporate form that requires the board of directors to balance stockholders’ monetary interests, the best interests of those materially affected by the corporation’s conduct, and a particular public benefit purpose selected by the corporation. The […]
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications
Tagged Accounting, Boards of Directors, Corporate forms, Corporate purpose, Delaware law, ESG, Incorporations, Public benefit corporations
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