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

2021: The Year of CFO Turnover and Strides in Gender Diversity

CFO turnover is running high, with 2021 surpassing 2020 and 2019 churn rates, Russell Reynolds Associates’ recent analysis of the S&P 500 revealed. In 2021, there were 89 CFO transitions in the S&P 500, bringing CFO turnover to 18%—the highest its been in the past few years. This high churn rate is the result of […]

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Gender Pay Gap Across Cultures

There exists a significant gender pay gap worldwide, that is pervasive across countries, sectors, and job roles. According to a 2021 report by the World Economic Forum, women earn 37% less than men in similar positions. Beyond gender taste-based discrimination, explanations for these pay gaps based on economic factors include time in the workforce, the […]

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Proxy Voting: Managers Focus on Environmental and Social Themes

Executive Summary Active ownership—also called “investment stewardship”—has taken on ever greater significance as environmental, social, and governance themes feature more prominently in investing. This has been prompted by the search for solutions to address systemic issues like climate change and rising inequality. At shareholder meetings, it has become common for environmental and social issues in […]

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The Corporate Law Reckoning for SPACs

The ascendance of SPACs in U.S. capital markets has attracted intense regulatory scrutiny from federal officials, especially the SEC. This federal attention on SPACs is natural, as at first glance the SPAC appears to be simply an alternative to the conventional IPO, itself regulated chiefly at the federal level. The SPAC, however, is critically different […]

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Posted in Academic Research, Accounting & Disclosure, Comparative Corporate Governance & Regulation, Mergers & Acquisitions | Tagged , , , , , , , | 1 Comment

What to Know About the SEC’s ESG Investing Rule Proposals

The May 31, 2022, law enforcement raids of the Frankfurt offices of Deutsche Bank AG and its asset management unit, DWS Group, over accusations of prospectus fraud and “greenwashing”—generally defined as the practice of making false, misleading or unsubstantiated claims about the environmental and/or social impact of an investment—have asset managers, among other stakeholders, wondering: […]

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Proxy Season 2022 Briefing: United States

Key Trends Last year’s SPACs and IPOs expand this year’s proxy season The U.S. research team covered more than 200 additional U.S. meetings in 2022 compared to 2021 (+6.37% increase, following an +8% increase from 2020 to 2021). A frothy IPO and SPAC-merger market in 2021 led to many companies holding first-year AGMs in 2022. […]

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Identifying Corporate Governance Effects: The Case of Universal Demand Laws

Index constructs and identifiers are regularly utilized in empirical corporate governance research. They are popular. The use of legal changes as plausibly exogenous sources of variation in the economic determinants of corporate governance is also common. State antitakeover laws, particularly business combination laws, are often used as exogenous identifiers to assess corporate governance effects. Despite […]

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ESG Trends and Expectations

Introduction Environmental, social and governance (ESG) considerations continued to play a key role in the first six months of 2022, with geopolitical circumstances resulting in a reexamination of a number of ESG beliefs. In our February 2022 post “ESG: 2021 Trends and Expectations for 2022,” we set out our predictions for 2022, some of which […]

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On Index Investing

The last two decades have seen a dramatic increase in the amount of capital invested in passive index funds. While these funds help investors earn benchmark index returns for relatively low fees, the increase in passive investing is not without controversy. Passive investors, by definition, hold portfolios that simply track an index. As a result, […]

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PE Firms Poised for Diversity Drive

Diversity has become a key focus for every industry in recent years, and private equity, like many other parts of the financial sector, still has significant progress to make in terms of diversity and inclusion. Private equity lags behind others in the financial services industry across a range of diversity metrics—according to a report published […]

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