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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
More Prescriptive Proposals, Less Support for 2022 Proxy Season
This proxy season, companies saw more shareholder proposals than in the past, a change that has been widely attributed to actions by the SEC and its Division of Corporation Finance that had the effect of making exclusion of shareholder proposals—particularly proposals related to environmental and social issues—more of a challenge for companies. As discussed in […]
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Posted in Corporate Elections & Voting, ESG, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged ESG, Institutional Investors, Institutional Shareholder Services Inc., Proxy advisors, Proxy season, Proxy voting, SEC, Securities regulation, Shareholder proposals
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Tech Companies Lean on Cyber to Go Faster and Gain Trust
Tech company leaders name cyber security as both the greatest threat and greatest operational priority. In response, they are investing in skills, culture, and technology to build cyber resiliency, accelerate digital and business model transformation, and foster stakeholder trust. Technology companies continue to provide the products and services that have powered digital transformation throughout the […]
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Posted in Accounting & Disclosure, Comparative Corporate Governance & Regulation, Practitioner Publications
Tagged Cybersecurity, Management, Privacy, Risk, Risk management, Tech companies
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Better Succession Planning Starts with Knowing Your CEO
The average age of CEOs is nearly 60 years of age within the S&P 500. As the average age of CEOs grows older, the average CEO tenure is growing shorter, to about 6.9 years. In this environment, your organization will likely look soon for a replacement, as will many other companies. Are you ready? Understandably, many companies […]
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Posted in Boards of Directors, Practitioner Publications
Tagged Boards of Directors, Executive turnover, Human capital, Management, Succession
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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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Posted in Accounting & Disclosure, ESG, Practitioner Publications
Tagged CFOs, Diversity, ESG, Executive turnover, Management, Succession
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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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Posted in Academic Research, ESG, Executive Compensation, International Corporate Governance & Regulation
Tagged Compensation ratios, Diversity, ESG, Executive Compensation, Human capital, International governance
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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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Posted in Corporate Elections & Voting, ESG, Institutional Investors, Practitioner Publications
Tagged ESG, Human capital, Institutional Investors, Proxy voting, Shareholder voting, Stewardship
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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 […]
Click here to read the complete postWhat 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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Posted in ESG, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Climate change, ESG, Greenwashing, Institutional Investors, Securities regulation, Sustainability
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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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Posted in Boards of Directors, Corporate Elections & Voting, ESG, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Executive Compensation, Institutional Investors, Proxy advisors, Say on pay, Shareholder voting
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The Proposed SEC Amendments to Shareholder Proposal Rule: A Comment from Shareholder Rights Group
This post is based on a comment letter submitted to the SEC regarding the Proposed SEC Substantial Implementation, Duplication, and Resubmission of Shareholder Proposals Under Exchange Act Rule 14a-8 by the Shareholder Rights Group. Below is the text of the letter with minor adjustments to eliminate the correspondence-related parts. The Shareholder Rights Group (SRG) is […]
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