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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
Speech by Commissioner Roisman on Cybersecurity
Good afternoon. Thank you for the kind introduction and the opportunity to speak to the Los Angeles County Bar Association today. Before I begin, let me issue the standard disclaimer that the views I share are my own and do not represent those of the Securities and Exchange Commission (the “SEC”) or my fellow Commissioners. […]
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Posted in Accounting & Disclosure, Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Cybersecurity, Ransomware, Risk, Risk disclosure, Risk management, SEC, SEC enforcement, Securities enforcement, Securities regulation
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Common Ownership, Executive Compensation, and Product Market Competition
Over the last twenty years, the degree of common ownership of large public companies has increased considerably. In 2015, BlackRock Inc. and Vanguard Group were both top-five owners in over half of the publicly listed firms in the U.S. and Canada (Park et al. 2019). Several recent studies have raised concerns that overlapping ownership can […]
Click here to read the complete postThe Current State of Human Capital Disclosure
Key Findings To meet growing expectations on human capital disclosure—from investors, workers, regulators, the American public, and other key stakeholders—the country’s 100 largest employers have work to do. Between July and August 2021, JUST Capital analyzed the 100 largest U.S. employers for how they disclose across 28 metrics covering six key human capital themes—Employment and […]
Click here to read the complete postRacial Equity Audits: A New ESG Initiative
I: Introduction The increasing focus on environmental, social and governance (“ESG”) considerations at public companies, including this year’s highly publicized proxy contest at Exxon Mobil Corporation (“Exxon”), has demonstrated the growing importance of understanding ESG and the implications it can have for investors and companies. Among the many ESG developments bubbling to the forefront of […]
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Posted in Boards of Directors, Corporate Elections & Voting, ESG, Institutional Investors, Practitioner Publications
Tagged Board composition, Boards of Directors, Diversity, ESG, Human capital, Institutional Investors, Shareholder activism, Shareholder proposals, Shareholder voting
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Carbon Zero and the Board
The pursuit of carbon neutrality has forced challenging board discussions about companies’ medium and long-term strategies. Increasingly, investors, customers and other stakeholders expect companies to set—and meet—carbon reduction goals. Investors, in particular, are pushing for standardized climate and sustainability metrics from companies. Forthcoming SEC rulemaking is likely to mandate such disclosures, including with respect to […]
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Posted in Accounting & Disclosure, ESG, Practitioner Publications, Securities Regulation
Tagged Climate change, Disclosure, Environmental disclosure, ESG, SEC, Securities regulation, Shareholder activism, Sustainability
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Disrupting the Disruptors? The “Going Public Process” in Transition
For decades, the process that private companies in the United States have used to get listed on public markets has followed a familiar script, using bankers as intermediaries to price and sell their offerings, primarily to preferred clients. As the number of public offerings has surged in the last few years, there have also been […]
Click here to read the complete postWeekly Roundup: October 22–28, 2021
First Legal Challenge to California’s Board Gender Diversity Statute Heads to Trial Posted by Cydney Posner, Cooley LLP, on Friday, October 22, 2021 Tags: Board composition, Boards of Directors, California, Diversity, ESG, Securities litigation, State law U.S. DOL Proposes ESG-Related Updates to the ERISA Investment Duties Regulation Posted by Heather L. Coleman, Eric M. Diamond, and Marc Treviño, Sullivan & Cromwell LLP, on Friday, […]
Click here to read the complete postRaiders and Activists
We have long been advising and defending companies attacked or threatened by raiders and activists seeking to profit by bust-up takeover, greenmail extortion or increase in stock price by financial engineering and excess leverage. Those attacks and pressures have often involved reducing wages and/or firing employees, cutting CAPEX and compromising the long-term outlook, competitiveness and […]
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Posted in Boards of Directors, Institutional Investors, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, Institutional Investors, Shareholder activism, Short-termism, Takeover defenses, Takeovers, Target firms
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A Test of Stakeholder Governance
In our paper, A Test of Stakeholder Capitalism, we argue that companies turn to stakeholders to obtain more information about how to deal with looming risks. Many corporate choices affect stakeholders, whose reaction, if assessed beforehand, can help the company in its decisionmaking. When management realizes that stakeholder feedback can help it prepare a more […]
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Posted in Academic Research, Boards of Directors, ESG
Tagged Boards of Directors, Corporate purpose, ESG, Shareholder primacy, Stakeholders, Sustainability
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Books and Records Demands
The right of stockholders to seek corporate books and records is a well-established feature of corporate law in Delaware, where most big American companies are incorporated. But the number of statutory records demands has spiked in recent years, and the scope of the requests has broadened, as Delaware courts have limited companies’ defenses and taken […]
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