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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
Investor Behavior in the 2021 Proxy Season
Introduction Today, a climate of dynamic, shifting expectations among investors is changing the corporate landscape. Investors are stepping up their engagement and raising their voices through policy and voting as they seek to influence corporate policies, mindsets and activities. In doing so, investors risk confusing companies with a wide range of voices: those looked at […]
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Posted in Corporate Elections & Voting, ESG, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Climate change, Diversity, Engagement, ESG, Institutional Investors, Proxy advisors, Shareholder voting, Sustainability
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New DOL Proposal on ESG Investing and Fiduciary Exercise of Shareholder Rights
On October 14, 2021, the U.S. Department of Labor (the “DOL”) issued a proposed rule (the “Proposed Rule”) clarifying whether investments made by fiduciaries of plans subject to the Employee Retirement Income Security Act of 1974 (“ERISA”) may take into account environmental, social and governance (“ESG”) concerns in selecting investments and investment courses of action, […]
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Posted in ESG, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged DOL, ERISA, ESG, Fiduciary rule, Institutional Investors, Materiality, Retirement plans, Securities regulation
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Pay, Productivity and Management
In the paper Pay, Productivity and Management recently published on the NBER working paper series we study the relationship between productivity, management, and worker’s pay. Using confidential Census matched employer-employee earnings data we find that employees at more productive firms have substantially higher mean pay and higher pay across all percentiles of the earnings distribution. […]
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Posted in Academic Research, Empirical Research, Executive Compensation
Tagged Compensation disclosure, Compensation ratios, Firm performance, Incentives, Management, Pay for performance
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SPAC Sweeps
After a period of astounding growth in the special purpose acquisition company (SPAC) market, FINRA recently joined the SEC in announcing further scrutiny of broker-dealers and their affiliates involved in SPAC offerings, releasing a targeted exam letter earlier this month. In this post we provide an overview of SPACs, the evolution of regulatory review of […]
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Posted in Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Broker-dealers, Capital formation, FINRA, IPOs, Mergers & acquisitions, Securities enforcement, Securities regulation, SPACs, Special purpose vehicles
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Speech by Deputy Attorney General Monaco on Corporate Criminal Enforcement
I have three priorities for my time with you. First, I want to describe three new actions that the department is taking today to strengthen the way we respond to corporate crime. Second, I want to look forward and tell you about some areas we will be studying over the next months, with an eye […]
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Posted in Practitioner Publications, Securities Litigation & Enforcement, Speeches & Testimony
Tagged Board monitoring, Compliance & ethics, Corporate crime, Corporate culture, Deferred prosecution agreements, DOJ, FCPA, Misconduct, Non-prosecution agreement, Securities enforcement
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Mandatory Corporate Carbon Disclosures and the Path to Net Zero
The pathway to a global economy with net zero carbon emissions is narrowing by the day and its success depends on a universal and ambitious drive to eliminate or capture carbon emissions by governments, corporations, financial institutions, and households. The drive to reduce and ultimately eliminate carbon emissions begins with the mundane tasks of annual […]
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Posted in Academic Research, Accounting & Disclosure, ESG, Institutional Investors
Tagged Asset management, Climate change, Disclosure, Environmental disclosure, ESG, Institutional Investors, Sustainability
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SEC Staff Limits Exclusion of “Social Policy” Shareholder Proposals
The SEC Staff has issued revised guidance rescinding prior Staff Legal Bulletins addressing the exclusion of Rule 14a-8 shareholder proposals based on the social significance to a company, “micromanagement” or “economic relevance.” The changes will likely facilitate a larger number of shareholder proposals, including ESG proposals, coming to a shareholder vote. Ordinary Business Exception: The new guidance […]
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Posted in Corporate Elections & Voting, ESG, Practitioner Publications, Securities Regulation
Tagged ESG, No-action letters, Rule 14a-8, SEC, SEC rulemaking, Securities regulation, Shareholder proposals, Shareholder voting, Stakeholders
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BlackRock’s Recent Move Could Benefit Shareholder Activists in Election Contests
On October 7, 2021, BlackRock, the world’s largest asset management firm, announced that it has launched an initiative to provide its institutional clients, such as pensions and endowments, the opportunity to make their own voting decisions on proxy matters tied to their investments. Beginning in 2022, these voting options will first be made available to […]
Click here to read the complete postComments at SEC Speaks Signal Significant Policy Changes
On October 13, 2021, SEC Enforcement Director Gurbir Grewal and Deputy Enforcement Director Sanjay Wadhwa appeared at the Practicing Law Institute’s “The SEC Speaks” conference, an annual conference where Commission leaders provide updates on current initiatives and priorities of the Commission for the coming year. Director Grewal and Deputy Director Wadhwa’s remarks signaled some potentially […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Broker-dealers, Compliance and disclosure interpretation, DOJ, Misconduct, SEC enforcement, Securities enforcement, Securities regulation, Wells notice
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Corporate Board Practices in the Russell 3000, S&P 500, and S&P Mid-Cap 400
Corporate Board Practices in the Russell 3000, S&P 500, and S&P MidCap 400: 2021 Edition documents corporate governance trends and developments at US publicly traded companies—including information on board composition and diversity, the profile and skill sets of directors, and policies on their election, removal, and retirement. The analysis is based on recently filed proxy […]
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