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

Glass Lewis’ 2022 Policy Guidelines: Important Updates

Glass Lewis recently released its 2022 policy guidelines, with new amendments on compensation, board diversity, and environmental and social areas. The key changes for 2022 focus on diversity and SPAC governance. This post discusses key compensation and Environmental, Social and Governance (ESG) updates. Executive Compensation-Related Updates Linking Executive Pay to Environmental and Social Criteria Glass […]

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ESG and 2021 Year-End Financial Reporting Season

ESG’s impact on financial statements Partially in response to stakeholder pressure to integrate ESG into company strategy, many companies are doing more to address ESG risks and opportunities. Common initiatives include making net zero commitments, tying ESG KPIs to executive compensation, improving diversity in the workforce, and addressing data privacy concerns. In addition to being […]

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The SEC Backs Off on Proxy Advisory Firms

Last week saw a new twist in the SEC’s nearly 20-year struggle to develop a stable regulatory approach to the activities of the proxy advisory firms—principally ISS and Glass Lewis—that have come to play such an important role in shareholder voting at U.S. public companies. Proxy advisory firms are principally in the business of advising […]

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BlackRock Investment Stewardship Global Principles

BlackRock’s purpose is to help more and more people experience financial well-being. We manage assets on behalf of institutional and individual clients, across a full spectrum of investment strategies, asset classes, and regions. Our client base includes pension plans, endowments, foundations, charities, official institutions, insurers, and other financial institutions, as well as individuals around the […]

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2021 CPA-Zicklin Index of Corporate Political Disclosure and Accountability

In a two-year period marked by political polarization, civil unrest, and the January 6, 2021 attack on the U.S. Capitol, more U.S. companies have adapted by expanding board oversight of potentially controversial political spending. This increased engagement by boards of publicly held companies was revealed in the 2021 CPA-Wharton Zicklin Index of Corporate Political Disclosure […]

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Statement by Chair Gensler on Rule 10b5-1 and Insider Trading

First, the Commission is considering proposed amendments to Rule 10b5-1, as well as proposed new disclosure requirements. I support these amendments because, if adopted, they would help close potential gaps in our insider trading regime. Today’s proposal addresses the means by which companies and company insiders—chief executive officers, chief financial officers, other executives, directors, and […]

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Statement by Commissioner Peirce on Rule 10b5-1 and Insider Trading

Thank you, Chair Gensler. Given our many policy disagreements and—spoiler alert—my resulting dissents on various matters today, I was beginning to feel a bit like the Grinch this holiday season. Singing in Whoville on Christmas morning caused the Grinch’s heart to grow three sizes that day,  but it was my fellow Commissioners’ willingness to collaborate […]

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Boards Face Backlash as ESG Tips the Scales During 2021 Proxy Season

Against a backdrop of pandemic- and climate-related concerns, ESG emerged as a top concern for today’s investors—and boards are being held accountable. A tectonic shift in the focus toward environmental and social topics occurred during the 2021 proxy season, reflecting the importance for organizations to successfully manage environmental, social and governance (ESG) risks and opportunities. […]

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Weekly Roundup: December 10–16, 2021

No More Old Boys’ Club: Institutional Investors’ Fiduciary Duty to Advance Board Gender Diversity Posted by Anat Alon-Beck (Case Western Reserve Universty), Michal Agmon-Gonnen (Tel Aviv University) and Darren Rosenblum (McGill University), on Friday, December 10, 2021 Tags: Board composition, Boards of Directors, Director qualifications, Disclosure, Diversity, ESG, Fiduciary duties, Institutional Investors Remarks by Chair Gensler Before the Healthy Markets Association Conference Posted by […]

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Statement by Chair Gensler on Buybacks Disclosure Proposal

Today, the Commission is considering enhancing the disclosures around share buybacks. I support these amendments because, if adopted, they would increase transparency into the market. Share buybacks have become a significant component of how public issuers return capital to shareholders. I think we can lessen the information asymmetries between issuers and investors through the timeliness […]

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