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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
SEC Staff Issues New Shareholder Proposal Guidance
On November 3, 2021, the Division of Corporation Finance (Staff) of the U.S. Securities and Exchange Commission (SEC) published Staff Legal Bulletin No. 14L (SLB 14L), which explicitly rescinds Staff Legal Bulletin Nos. 14I, 14J and 14K (SLB 14I, 14J and 14K) (issued in 2017, 2018 and 2019, respectively), and effectively resets the Staff’s approach […]
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Posted in Corporate Elections & Voting, ESG, Practitioner Publications, Securities Regulation
Tagged Climate change, ESG, Rule 14a-8, SEC, SEC rulemaking, Securities regulation, Shareholder proposals, Shareholder voting, Sustainability
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Chancery Court Highlights Importance of Delivering Nomination Notices Ahead of Advance Notice Deadlines
The Delaware Chancery Court’s decision in Rosenbaum v. CytoDyn Inc., No. 2021-CV-0728-JRS (Del. Ch. Oct. 13, 2021) provides fresh insight into how courts are likely to view advance notice bylaws in the context of a shareholder activist’s nomination of a dissident slate of directors. The case arose following a push by a group of investors […]
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Posted in Boards of Directors, Corporate Elections & Voting, Practitioner Publications, Securities Regulation
Tagged Advanced notice, Boards of Directors, Charter & bylaws, Delaware cases, Delaware law, Shareholder activism, Shareholder nominations, Shareholder voting
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Sustainability and Investing Lessons Learned in the Pandemic Era
The coronavirus pandemic has prompted massive changes for countries, societies, people and businesses. Interconnected environmental, social and governance issues have reinforced the role of sustainable investing strategies as an indispensable part of investor allocations for a post-COVID-19 world. When the history of COVID-19 is written, the pandemic period will be seen as more than just […]
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Posted in ESG, Institutional Investors, Practitioner Publications
Tagged COVID-19, Diversity, ESG, Institutional Investors, Stakeholders, Sustainability
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2021 Board Effectiveness: A Survey of the C-Suite
It’s rare for corporate directors to receive candid feedback from their company’s management teams. The nature of the board of directors’ oversight role makes it an uncomfortable proposition. But the view of the boardroom from the C-suite can be illuminating—and surprising. That is why PwC and The Conference Board asked more than 550 public company […]
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Posted in Boards of Directors, ESG, Practitioner Publications
Tagged Board performance, Boards of Directors, Cybersecurity, ESG, Management, Surveys
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Weekly Roundup: November 19-25, 2021
Statement by Commissioner Roisman on Proposed Amendments Related to Proxy Voting Advice Posted by Elad L. Roisman, U.S. Securities and Exchange Commission, on Friday, November 19, 2021 Tags: Glass Lewis, Institutional Investors, Institutional Shareholder Services Inc., Proxy advisors, Proxy voting, SEC, SEC rulemaking, Securities regulation, Shareholder voting SEC Dramatically Changes the Rules for Proxy Contests Posted by Kai Liekefett, Derek Zaba, and Beth Berg, Sidley […]
Click here to read the complete postUS Deputy Attorney General Signals Aggressive DOJ Focus on Corporate Crime
At an October 28, 2021, speech before the American Bar Association’s Annual National Institute on White Collar Crime, US Deputy Attorney General (Deputy AG) Lisa Monaco re-emphasized the priority placed by current leadership within the US Department of Justice (DOJ) on prosecuting white-collar crime at both the individual and corporate level. Deputy AG Monaco also […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement
Tagged Compliance & ethics, Compliance and disclosure interpretation, Corporate crime, DOJ, Misconduct, Securities enforcement
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2021 Annual Corporate Governance Review
Shareholder Proposals The 2021 proxy season produced unprecedented results, including record high proposal submission levels, average support levels and passage levels, among other notable results related to shareholder proposals. These results reveal that investors’ heightened focus on ESG risks and opportunities is having a meaningful impact on voting decisions, such as: A total of 71 […]
Click here to read the complete postCore Earnings: New Data and Evidence
Financial statements contain a wealth of information about a firm’s net income, an estimate of the net value flow during a period. Investors commonly seek to distinguish the component of earnings that stems from a firm’s central business activities (“core earnings”) from those components that result from ancillary business activities or transitory shocks. This exercise […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research
Tagged Accounting, Earnings announcements, Earnings disclosure, Financial reporting, Forecasting, Form 10-K, GAAP
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Securities Enforcement Quarterly
Introduction While the third quarter of 2021 marked the end of the fiscal year for the U.S. Securities and Exchange Commission (“SEC” or “Commission”), it also seems to be the start of an aggressive enforcement agenda led by its new Chairman and Director of Enforcement. In this post, we discuss the latest enforcement actions and […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Broker-dealers, Cryptocurrency, Cybersecurity, Insider trading, Investment advisers, SEC, SEC enforcement, Securities enforcement, Securities fraud, Securities regulation
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The Sustainability Board Report 2021
The Sustainability Board Report 2021 At a Glance
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Posted in Accounting & Disclosure, Boards of Directors, ESG, Practitioner Publications
Tagged Board composition, Boards of Directors, Climate change, Diversity, Environmental disclosure, ESG, Sustainability
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