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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
Board Oversight: Key Focus Areas for 2022
Boards function in a complex and dynamic business setting in which stakeholder expectations and demands for board attention are expanding. The challenges of operating through the COVID-19 pandemic in an uncertain environment continue to be felt as companies anticipate a new post-pandemic normal. Companies face pressure on multiple fronts, including resistance to returning to in-person […]
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Posted in Accounting & Disclosure, Boards of Directors, Institutional Investors, Practitioner Publications
Tagged Board oversight, Board performance, Boards of Directors, Corporate purpose, Director liability, Engagement, ESG, Human capital, Institutional Investors, Risk, Shareholder activism
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Why We Should Trust Investors for Promoting Sustainability Goals
ESG investing is undoubtedly on the rise. However, many contributors to this Forum and other academic commentators remain skeptical as to the incentives and genuine interests of institutional investors in pursuing sustainability goals. For example, in a recent post, Roberto Tallarita exposes the limits of portfolio primacy and explains why policymakers should revert to traditional […]
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Posted in Academic Research, ESG, Institutional Investors
Tagged Capital markets, Climate change, ESG, Institutional Investors, Long-Term value, Stewardship, Sustainability
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Board Dialogue on DEI
The drumbeat to add diversity, equity and inclusion (DEI) metrics to executive incentive design is growing louder. Some companies are already far along on their efforts, and incentive design may naturally extend their strategic priorities. Others are still learning, and the rush to add DEI incentives is at risk of being a “check the box” […]
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Posted in ESG, Executive Compensation, Practitioner Publications
Tagged Board composition, Boards of Directors, Compensation committees, Diversity, ESG, Executive Compensation, Human capital, Incentives
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The Activism Vulnerability Report Q3 2021
Intro and Market Update Despite the continued fluctuation of COVID-19 cases and emergence of variants, the world does seem to be returning to some semblance of normalcy. Vaccinations and testing have allowed for increased travel and a return to the office for many, including FTI’s New York City colleagues. In addition, consumer spending increased by […]
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Posted in Boards of Directors, Corporate Elections & Voting, ESG, Institutional Investors, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, Climate change, Engine No. 1, ESG, Institutional Investors, Mergers & acquisitions, Shareholder activism, Shareholder voting, Sustainability
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Are All Risks Created Equal? Rethinking the Distinction between Legal and Business Risk in Corporate Law
Should corporate legal risk be treated similarly to corporate business risks? Currently, the law draws a clear-cut distinction between the two sources of risk, permitting the latter type of risk and banning the former. Business decisions, risky though they may be, fall under the duty of care and as long as they do not involve […]
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Posted in Academic Research, Accounting & Disclosure, Comparative Corporate Governance & Regulation
Tagged Business judgment rule, Compliance & ethics, Decision-making, Management, Risk, Risk management, Risk-taking
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Enron’s Contribution to the Vitality of Corporate Compliance
Enron shares hit $90.75 on August 23, 2001. By December 2, they had corrected to $0.26 and the business had filed for Chapter 11. Twenty years after the culmination of Enron’s too-close-to-the-sun flight, it’s clear its fallout set the course for the evolution of compliance in the new millennium. The infamous Enron scandal of 2001 […]
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Posted in Accounting & Disclosure, Financial Regulation, Practitioner Publications, Securities Litigation & Enforcement
Tagged Accounting, Compliance & ethics, Compliance and disclosure interpretation, Corporate fraud, Enron, Financial regulation, Misconduct, Sarbanes–Oxley Act, Securities enforcement, Securities fraud, Securities regulation
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Proxy Advisors Update Voting Guidelines for 2022
Institutional Shareholder Services (ISS) and Glass Lewis, the leading proxy advisors in the United States, have announced updates and clarifications for their voting guidelines for the 2022 proxy season. Their voting recommendations on annual meeting proposals influence many institutional investors and play an important role in voting outcomes. This post summarizes the key changes to […]
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Posted in Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Board composition, Boards of Directors, Climate change, Diversity, ESG, Glass Lewis, Institutional Shareholder Services Inc., Proxy advisors, Proxy voting, Say on climate, Shareholder voting, SPACs
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Weekly Roundup: December 24–30, 2021
U.S. Record Breaking Awards and a New FinCEN Whistleblower Posted by Christine Y. Wong and Logan Wren, Morrison & Foerster LLP, on Friday, December 24, 2021 Tags: CFTC, FinCEN, Misconduct, SEC, SEC enforcement, Securities enforcement, Securities regulation, Whistleblowers “Sustainable” Companies Face Increased Pressure Posted by Jason Halper, Sara Bussiere, and Timbre Shriver, Cadwalader, Wickersham & Taft LLP, on Sunday, December 26, 2021 Tags: Capital formation, Disclosure, Environmental disclosure, ESG, Materiality, SEC, Securities […]
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