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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
Engaging with State Street Global Advisors
Key Takeaways State Street Global Advisors is evolving its proactive and targeted approach to engagement, prioritizing climate change, human capital management (HCM) and diversity equity and inclusion, and expanding its stewardship team Plans to publish new guidelines on HCM and effective climate transition disclosures, focusing on how companies will achieve their Net Zero commitments and […]
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Posted in Boards of Directors, ESG, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Asset management, Boards of Directors, Climate change, Diversity, Enagement, ESG, Executive Compensation, Index funds, Institutional Investors, SSgA, Stewardship, Sustainability
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SPAC Governance: In Need of Judicial Review
SPACs have gotten their share of critical attention over the past year, including by us here and here. But there has been little attention paid to the weak corporate governance of many SPACs, and less attention paid to judicial review of alleged breaches of fiduciary duties. We have recently posted a paper on those topics […]
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Posted in Academic Research, Mergers & Acquisitions, Securities Regulation
Tagged Agency costs, Business judgment rule, Capital formation, Fairness review, Fiduciary duties, IPOs, Mergers & acquisitions, Securities regulation, SPACs, Special purpose vehicles
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U.S. Corporate Journey Towards Gender Diversity
Executive Summary Over the past five years, cultural, legislative, and governance factors have strongly influenced board diversity resulting in an increase of women directors serving on U.S. public company boards. Women now hold 30% of board seats across the S&P 500, relative to 18% held five years ago . This increase should be considered a […]
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Posted in Boards of Directors, ESG, Practitioner Publications
Tagged Board composition, Board dynamics, Boards of Directors, Diversity, ESG, Human capital
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Investment Law Scholars’ Amicus Brief in Hughes v. Northwestern University
In Hughes v. Northwestern University, the Supreme Court is set to address “Whether allegations that a defined-contribution retirement plan paid or charged its participants fees that substantially exceeded fees for alternative available investment products or services are sufficient to state a claim against plan fiduciaries for breach of the duty of prudence under the Employee […]
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Posted in Academic Research, Institutional Investors, Securities Regulation
Tagged Conflicts of interest, DOL, ERISA, Fiduciary rule, Institutional Investors, Investment advisers, Investor protection, Mutual funds, Prudence, Retirement plans, Securities regulation
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Gensler Signals Greater Scrutiny for the Private Fund Industry
Chair Gary Gensler signaled once again, and perhaps in the clearest terms to date, his intention to bring greater scrutiny to the private fund industry. During prepared remarks, Chair Gensler indicated that SEC staff are considering changes to practices regarding private fund fees and expenses, side letters, performance metrics, fiduciary duty and conflicts of interest, […]
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Posted in Institutional Investors, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Conflicts of interest, Fiduciary duties, Form PF, Institutional Investors, Mutual funds, Private funds, SEC, Securities regulation
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SEC’s New Approach to No-Action Requests for Shareholder ESG Proposals
On November 3, 2021, Corp Fin issued new guidance which signals a major shift in the SEC’s approach to no-action requests to exclude shareholder proposals relating to environmental and social (“E&S”) matters. Previously, the SEC allowed a company to exclude a shareholder proposal if the company demonstrated that it did not have social or ethical […]
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Posted in Corporate Elections & Voting, ESG, Institutional Investors, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged ESG, Institutional Investors, No-action letters, Rule 14a-8, SEC, Securities regulation, Shareholder proposals, Shareholder voting, Sustainability
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Statement by Chair Gensler on Holding Foreign Companies Accountable Act
Today [Dec. 2, 2021], the Securities and Exchange Commission adopted final amendments to its rules implementing the Holding Foreign Companies Accountable Act of 2020 (HFCAA). Today’s amendments finalize the interim final rules that the Commission adopted in March, which had addressed the submission and disclosure requirements of the HFCAA, with two modifications. First, they clarify […]
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Posted in Accounting & Disclosure, International Corporate Governance & Regulation, Practitioner Publications, Securities Regulation
Tagged Accounting standards, Foreign issuers, Holding Foreign Companies Accountable Act, International governance, PCAOB, Sarbanes–Oxley Act, SEC, SEC rulemaking, Securities regulation
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Revisiting the SEC’s Proxy Advisor Rule
After a methodical, decade-long review of the role of proxy advisors, the Securities & Exchange Commission (SEC) promulgated a final rule in June 2020 intended to increase the transparency, accuracy, and completeness of the information proxy advisors provide their institutional investor clients. This proxy advisor rule was the subject of a vigorous debate during the […]
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Posted in Academic Research, Corporate Elections & Voting, Institutional Investors, Securities Litigation & Enforcement, Securities Regulation
Tagged Institutional Investors, Proxy advisors, Proxy voting, SEC, SEC enforcement, Securities enforcement, Securities regulation
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Weekly Roundup: November 26-December 2, 2021
2021 Board Effectiveness: A Survey of the C-Suite Posted by Paul DeNicola and Leah Malone, PricewaterhouseCoopers LLP, and Paul Washington, The Conference Board, Inc. , on Friday, November 26, 2021 Tags: Board performance, Boards of Directors, Cybersecurity, ESG, Management, Surveys Sustainability and Investing Lessons Learned in the Pandemic Era Posted by Daniel C. Roarty, AllianceBernstein L.P., on Saturday, November 27, 2021 Tags: COVID-19, Diversity, ESG, Institutional Investors, Stakeholders, Sustainability Chancery […]
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Posted in Weekly Roundup
Tagged Weekly Roundup
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ESG Continues to Find its Way into Incentive Compensation Plans
Although COVID-19 and its impact on business operations brought its own challenges to issuers’ incentive compensation programs, a review of 2020 proxies showed no slowdown in the incorporation of ESG metrics into plan design. Traditional incentive compensation metrics, namely quantitative shareholder return and financial and operational metrics, still dominate but, increasingly, qualitative “social” factors, such […]
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Posted in Accounting & Disclosure, ESG, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Diversity, DOL, ERISA, ESG, Executive Compensation, Incentives, Institutional Investors, Management, Performance measures, Stakeholders, Sustainability
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