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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
ISS’ Annual Policy Survey Results
Institutional Shareholder Services (ISS) released on October 1st the results of its annual Global Benchmark Policy survey and its new climate survey. The surveys are part of ISS’ annual policy development process. ISS will release the final policy updates by the end of the year, to be adopted for shareholder meetings during the 2022 proxy […]
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Posted in Corporate Elections & Voting, ESG, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged ESG, Institutional Investors, Institutional Shareholder Services Inc., Long-Term value, Pay for performance, Proxy advisors, Proxy voting, Surveys
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Speech by Commissioner Peirce on the Future of the SPAC Market
Thank you, AJ [Harris]. It is a pleasure to be part of the Fordham Journal of Corporate and Financial Law conference. I have to start with the standard disclaimer. My views are my own and not necessarily those of the Securities and Exchange Commission or my fellow Commissioners. A family I know recently acquired a […]
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Posted in Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Capital formation, Investor protection, IPOs, Mergers & acquisitions, Public firms, SEC, SEC rulemaking, Securities regulation, SPACs, Special purpose vehicles
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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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