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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
An Essay on the Fed and the U.S. Treasury: Lender of Last Resort and Fiscal Policy
My recent article, An Essay on The Fed and the U.S. Treasury: Lender of Last Resort and Fiscal Policy, in the Harvard Journal of Law and Public Policy explores the evolution of my thinking on risky emergency lending, focusing primarily on non-banks. Like the famous 19th century British economist Ricardo, who recognized his views on […]
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Posted in Academic Research, Bankruptcy & Financial Distress, Financial Crisis, Financial Regulation
Tagged Banks, Federal Reserve, Financial crisis, Financial institutions, Financial regulation, Moral hazard, Risk, Systemic risk, Treasury Department
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Board Practices Quarterly: Diversity, Equity, Inclusion: One Year Later
This post revisits topics raised in our earlier post, published in October 2020, that explored how companies and boards were responding to events of that year surrounding systemic racism and racial inequality. Specifically, we explore how practices pertaining to diversity, equity, and inclusion (DEI) have changed in the past year in areas such as reporting, […]
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Posted in Accounting & Disclosure, Boards of Directors, ESG, Practitioner Publications
Tagged Board composition, Board dynamics, Boards of Directors, Diversity, ESG, Incentives, Surveys
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ISS Proxy Voting Guidelines 2022: Compensation and Diversity Updates
ISS recently published its 2022 policy updates, which will go into effect for annual meetings held on or after February 1, 2022 (and, in some instances, February 1, 2023). This post discusses key updates made to ISS’ compensation and Environmental, Social and Governance (ESG) voting policies. Executive Compensation-Related Update Burn Rate For stock plan valuations, […]
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Posted in Boards of Directors, Corporate Elections & Voting, ESG, Institutional Investors, Practitioner Publications
Tagged Accountability, Board composition, Boards of Directors, Climate change, ESG, Institutional Investors, Institutional Shareholder Services Inc., Proxy advisors, Say on climate, Shareholder voting
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ISS 2022 U.S. Policy Updates
On December 7, 2021, Institutional Shareholder Services (ISS) published updates to its U.S. benchmark proxy voting policies. Unless specified otherwise, the new policies are applicable to all U.S. company meetings held on or after February 1, 2022. This year, ISS’s key policy updates relate to the issues of board composition and board accountability. The policy […]
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Posted in Boards of Directors, Corporate Elections & Voting, ESG, Institutional Investors, Practitioner Publications
Tagged Board composition, Climate change, Diversity, ESG, Executive Compensation, Institutional Investors, Proxy advisors, Say on climate, Shareholder voting, Sustainability
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Towards a Global ESG Disclosure Framework
The International Financial Reporting Standards (IFRS) Foundation, an organization responsible for setting global accounting standards, launched the International Sustainability Standards Board (ISSB). The ISSB will work to establish a singular, global ESG disclosure framework for corporates. The Value Reporting Foundation (VRF)—which includes the Sustainability Accounting Standards Board (SASB) and International Integrated Reporting Council (IIRC)—and the […]
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Posted in Accounting & Disclosure, ESG, International Corporate Governance & Regulation, Practitioner Publications
Tagged Accounting, Accounting standards, Climate change, Environmental disclosure, ESG, International governance, SASB, Sustainability
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Compensation Season 2022
U.S. companies continue to demonstrate resilience following another year in which the pandemic imposed itself on world events. Although 2021 did not deliver a full reopening, corporate activity thrived in spite of ongoing uncertainty around “return to work,” building on momentum and lessons learned from 2020. As the impact of the pandemic subsides, company culture, […]
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Posted in Executive Compensation, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Compensation disclosure, Dodd-Frank Act, ESG, Executive Compensation, Hart-Scott-Rodino Act, Institutional Investors, Proxy advisors, SEC, SEC rulemaking, Securities regulation
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Comment Letter on DOL ESG Proposed Rulemaking
We are writing in response to the proposed rulemaking [RIN 1210-AC03–Prudence and Loyalty in Selecting Plan Investments and Exercising Shareholder Rights] by the Department of Labor (the “Department”) on prudence and loyalty in selecting plan investments and exercising shareholder rights (the “Proposal”). This response is based on our expertise in environmental, social, and governance (“ESG”) […]
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