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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
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 […]
Click here to read the complete postSEC Enforcement Trends: Five Key Takeaways
The U.S. Securities and Exchange Commission recently announced its enforcement results for FY21, highlighting what it considers significant in its enforcement practices and indicating important trends for future enforcement. The data from FY21 suggest that this new SEC will pursue an aggressive enforcement agenda, continue to impose—and even raise—significant penalties, and test the waters with […]
Click here to read the complete postSome Thoughts for Boards of Directors in 2022
The focus on climate change and other ESG issues, and on stakeholders generally, has been prompting boardroom deliberations around the recurring theme: “How do we take into account ESG and other stakeholder considerations, while at the same time addressing the expectations of our shareholders for robust financial results, stock price appreciation and dividends or other […]
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Posted in Boards of Directors, ESG, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Climate change, COVID-19, ESG, Externalities, Stakeholders, Sustainability
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Making ESG Second Nature in Asset Allocation
ESG is a growing imperative for investors of all types—from considering ESG when assessing individual issuers to modeling the impact of climate change on investment strategies. For multi-asset investors, there’s another ESG dimension to incorporate: translating organizational ESG objectives into an effective strategic asset allocation. This process may seem almost second nature when incorporating traditional […]
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Posted in ESG, Institutional Investors, Practitioner Publications
Tagged Asset management, Environmental disclosure, ESG, Institutional Investors, Investment advisers, Sustainability
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“Sustainable” Companies Face Increased Pressure
The recent IPO for Rivian Automotive Inc., the electric pick-up truck manufacturer whose shares increased 29% on the day following the offering, resulting in an enterprise valuation of more than $86 billion – more than the market values of every other automaker except Tesla, Toyota, and Volkswagen—is evidence that investors may place a significant premium […]
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Posted in Accounting & Disclosure, ESG, Practitioner Publications, Securities Regulation
Tagged Capital formation, Disclosure, Environmental disclosure, ESG, Materiality, SEC, Securities regulation, Sustainability
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U.S. Record Breaking Awards and a New FinCEN Whistleblower
The U.S. Securities and Exchange Commission (SEC) recently awarded approximately $36 million to a whistleblower who was culpable in the wrongful conduct and delayed reporting information to the agency for five years. The award is among the Top 10 awards ever issued by the SEC. Nor is the SEC alone in pushing the limits of […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged CFTC, FinCEN, Misconduct, SEC, SEC enforcement, Securities enforcement, Securities regulation, Whistleblowers
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Weekly Roundup: December 17–23, 2021
Boards Face Backlash as ESG Tips the Scales During 2021 Proxy Season Posted by Rodolfo Araujo and Garrett Muzikowski, FTI Consulting, Inc., on Friday, December 17, 2021 Tags: Asset management, Board oversight, Boards of Directors, ESG, Institutional Investors, Risk management, Shareholder activism, Shareholder proposals, Shareholder voting Statement by Commissioner Peirce on Rule 10b5-1 and Insider Trading Posted by Hester M. Peirce, U.S. Securities and Exchange […]
Click here to read the complete postTaking Board Governance from Good to Great
Strategy: don’t just approve it. Measure it, check it, change it. It’s management’s job, of course, to set company strategy. But board oversight is absolutely critical, and to really get it right, many boards could be even more involved. Directors see this, and many told me so in our conversations. Specifically, boards could spend more […]
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