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HLS Faculty & Senior Fellows
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
Enforcement Again Brings Charges for Failure to Disclose Perks
Failure to disclose executive perks continues to be a flashing target for SEC Enforcement. Just last year, there were two actions against companies for disclosure failures regarding perks—Hilton Worldwide Holdings Inc. (see this PubCo post) and Argo Group International Holdings, Ltd. (see this PubCo post). And earlier this year, Enforcement brought settled charges against Gulfport […]
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Posted in Executive Compensation, Practitioner Publications, Securities Litigation & Enforcement
Tagged Books and records, Compensation disclosure, Executive Compensation, Regulation S-K, SEC, SEC enforcement, Securities enforcement, Securities fraud
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Board Responsibility for Artificial Intelligence Oversight
Artificial Intelligence (AI) is quickly taking over. But not in the robot-coup type of scenario that inspires multimillion dollar box office hits. Rather, AI protects our credit cards from fraudulent activity, helps employers to hire and maintain a remote workforce during a global pandemic, and enables doctors to deliver care to patients thousands of miles […]
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Posted in Academic Research, Banking & Financial Institutions, Financial Regulation
Tagged Algorithmic trading, Artificial intelligence, Cybersecurity, ESG, Financial regulation, Financial technology, Privacy, Systemic risk
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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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