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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
Board Readiness for Shareholder Activism
For many people, proxy fights are almost synonymous with shareholder activism. But we view them as just one point on an activism continuum that also includes investors’ engagement with companies whose shares they hold, shareholder proposals, and more. Whenever an investor leverages their rights and privileges as an owner to influence a company’s practices or […]
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Posted in Corporate Elections & Voting, ESG, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Climate change, Environmental disclosure, ESG, Hedge funds, Institutional Investors, Shareholder activism
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SEC Highlighting the Need to Consider Climate Change Disclosures in SEC Filings
In late September, the staff of the SEC’s Division of Corporation Finance published a sample comment letter relating to climate change disclosures. While the sample letter does not break new ground substantively, it underscores the SEC’s increasing focus on climate disclosures and its views more generally on the relevance to investors of climate-related risks. In […]
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Posted in Accounting & Disclosure, ESG, Practitioner Publications, Securities Regulation
Tagged Climate change, Disclosure, Environmental disclosure, ESG, SEC, SEC rulemaking, Securities regulation, Sustainability
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The Stablecoins Debate
In 1982 E. Gerald Corrigan, then president of the Federal Reserve Bank of Minneapolis, asked “Are Banks Special?” He did so at the behest of Paul Volcker when Volcker was chairman of the Federal Reserve Board and at a time when there was “rapid change, with market innovation and new sources of competition” to banks […]
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With ESG (Environmental, Social and Governance) funds on a dramatic incline, an incline expected to continue going forward, it seems inevitable that regulatory reform is on the horizon. Europe has been leading the charge in the incorporation of ESG considerations into its regulatory framework. As we look to gauge what type of regulatory reform might […]
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Posted in Accounting & Disclosure, ESG, International Corporate Governance & Regulation, Practitioner Publications, Securities Regulation
Tagged Climate change, Disclosure, Environmental disclosure, ESG, EU, International governance, SEC, Securities regulation, Sustainability, UK
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Boards Increase Transparency and Pursue Growth
Introduction As an uncertain business environment persists, board directors face expanding roles and responsibilities in applying the lessons learned over the past 18 months while continuing to navigate new obstacles. In our last Board Pulse Survey, directors indicated they were challenged by an array of financial, operational and regulatory pressures as the wide range of […]
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Posted in Accounting & Disclosure, Boards of Directors, ESG, Practitioner Publications
Tagged Boards of Directors, Cybersecurity, Diversity, Engagement, ESG, Executive Compensation, Human capital, Mergers & acquisitions, Surveys
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U.S. DOL Proposes ESG-Related Updates to the ERISA Investment Duties Regulation
Summary On October 13, 2021, the U.S. Department of Labor (“DOL”) announced a proposed rulemaking to amend the Investment Duties regulation under Title I of the Employee Retirement Income Security Act of 1974 (“ERISA”) that would clarify the application of ERISA’s plan fiduciary duties of prudence and loyalty to selecting investments and investment courses of […]
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Posted in Corporate Elections & Voting, Corporate Social Responsibility, ESG, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Accountability, Climate change, DOL, ERISA, ESG, Fiduciary duties, Pension funds, Proxy voting, Shareholder rights, Shareholder value
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First Legal Challenge to California’s Board Gender Diversity Statute Heads to Trial
You might remember that the first legal challenge to California’s board gender diversity statute, Crest v. Alex Padilla, was a complaint filed in 2019 in California state court by three California taxpayers seeking to prevent implementation and enforcement of the law. Framed as a “taxpayer suit,” the litigation sought to enjoin Alex Padilla, the then-California […]
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Posted in Boards of Directors, ESG, Practitioner Publications, Securities Litigation & Enforcement
Tagged Board composition, Boards of Directors, California, Diversity, ESG, Securities litigation, State law
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Weekly Roundup: October 15–21, 2021
Delaware Decision Deals with Director Independence Posted by Gail Weinstein, Steven J. Steinman, and Brian T. Mangino, Fried, Frank, Harris, Shriver & Jacobson LLP, on Friday, October 15, 2021 Tags: Board independence, Boards of Directors, Controlling shareholders, Delaware cases, Delaware law, Derivative suits, Fiduciary duties, Merger litigation, Mergers & acquisitions, Shareholder suits Statement by Chairman Gensler on Rules Regarding Clawbacks of Erroneously Awarded Compensation Posted by […]
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Posted in Weekly Roundup
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Speech by Commissioner Lee on Action on Climate
Good morning or good afternoon depending on where you are. I want to start by thanking Principles for Responsible Investment and the London Stock Exchange Group for inviting me to speak today, and for holding this event. I also need to share the standard, but important, disclaimer that the views I express are my own […]
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Posted in ESG, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Climate change, Disclosure, Environmental disclosure, ESG, SEC, SEC rulemaking, Securities regulation, Sustainability
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Team Production Revisited
My article, Team Production Revisited, forthcoming in the Vanderbilt Law Review, reviews and reconsiders Margaret Blair and Lynn Stout’s team production model of corporate law (TPM), offering a favorable evaluation. With the TPM, Blair and Stout set themselves the task of articulating a model of the public corporation that does three things simultaneously. First, the […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation
Tagged Accountability, Agency costs, Agency model, Management, Public firms, Shareholder primacy
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