Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation

DOL Proposes Significant Amendments to Prominent ERISA Exemption

On July 27, 2022, the U.S. Department of Labor (the “DOL”) proposed major changes (the “Proposal”) to a core exemption used by many investment managers that have discretionary responsibility over the assets of funds and accounts that are deemed to hold “plan assets” under the U.S. Employee Retirement Income Security Act of 1974, as amended […]

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CFO Turnover in 2022 Slows, But Don’t Expect it to Stay

Halfway through 2022, there have been 51 CFO transitions within the S&P 500, bringing turnover to 10% year to date. This number is slightly down from 12% at this time last year (Figure 1), likely due to CFOs favoring the job security of their current role as the market slows. However, this slowing turnover may paint […]

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The Effect of Intermediary Coverage on Disclosure: Evidence from a Randomized Field Experiment

A fundamental factor in a firm’s disclosure choice is the extent to which market participants can process the information the firm discloses. Because market participants have limited attention and resources, they often rely on intermediaries to reduce processing costs by collecting, analyzing, and distributing firms’ disclosures and other information. By easing these frictions, intermediaries play […]

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Posted in Academic Research, Accounting & Disclosure, Empirical Research, International Corporate Governance & Regulation | Tagged , , , , , , | Comments Off on The Effect of Intermediary Coverage on Disclosure: Evidence from a Randomized Field Experiment

EU Corporate Sustainability Reporting Directive—What Do Companies Need to Know

Non–EU companies with a significant presence in the EU or with securities listed on an EU-regulated market will become subject to new EU rules on corporate sustainability disclosures (the Corporate Sustainability Reporting Directive, or CSRD). The text of the CSRD has now been agreed by the EU institutions. CSRD is expected to become EU law later […]

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ESG + Incentives 2022 Report

There has been a rapid increase in the adoption of ESG metrics for executive incentive plans across the S&P 500 over the past several years. This has largely been driven by continued shareholder focus on human capital management (HCM) and environmental issues. By adding these ESG metrics to incentive plans, Companies are signaling a heightened […]

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The Proposed SEC Climate Disclosure Rule: A Comment from Shivaram Rajgopal

This post is based on a comment letter submitted to the SEC regarding the Proposed SEC Climate Disclosure Rule by Professor Rajgopal. Below is the text of the letter with minor adjustments to eliminate the correspondence-related parts. I write in support of your proposed climate risk disclosures. To frame my comments, it is useful to […]

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Posted in Academic Research, Accounting & Disclosure, ESG, SEC Comment letters, Securities Regulation | Tagged , , , , , , , | 1 Comment

More Prescriptive Proposals, Less Support for 2022 Proxy Season

This proxy season, companies saw more shareholder proposals than in the past, a change that has been widely attributed to actions by the SEC and its Division of Corporation Finance that had the effect of making exclusion of shareholder proposals—particularly proposals related to environmental and social issues—more of a challenge for companies. As discussed in […]

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Tech Companies Lean on Cyber to Go Faster and Gain Trust

Tech company leaders name cyber security as both the greatest threat and greatest operational priority. In response, they are investing in skills, culture, and technology to build cyber resiliency, accelerate digital and business model transformation, and foster stakeholder trust. Technology companies continue to provide the products and services that have powered digital transformation throughout the […]

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The Proposed SEC Amendments to Shareholder Proposal Rule: A Comment from Shareholder Rights Group

This post is based on a comment letter submitted to the SEC regarding the Proposed SEC Substantial Implementation, Duplication, and Resubmission of Shareholder Proposals Under Exchange Act Rule 14a-8 by the Shareholder Rights Group. Below is the text of the letter with minor adjustments to eliminate the correspondence-related parts. The Shareholder Rights Group (SRG) is […]

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Better Succession Planning Starts with Knowing Your CEO

The average age of CEOs is nearly 60 years of age within the S&P 500. As the average age of CEOs grows older, the average CEO tenure is growing shorter, to about 6.9 years. In this environment, your organization will likely look soon for a replacement, as will many other companies. Are you ready? Understandably, many companies […]

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