-
Supported By:
Subscribe or Follow
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
Director Pay Levels Were Flat Among the 100 Largest US Companies
Each year CAP analyzes non-employee director compensation programs among the 100 largest US public companies. These companies are trendsetters and can provide early insights into evolving pay practices across the broader public company marketplace. This post reflects a summary of pay levels and pay practice trends based on 2021 proxy disclosures. Key Takeaways Median Total […]
Click here to read the complete post
Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications
Tagged Board independence, Boards of Directors, Director compensation, Equity-based compensation
Comments Off on Director Pay Levels Were Flat Among the 100 Largest US Companies
SPACs: A New Frontier for Shareholder Activism
Much has been written about the torrent of activity in special purpose acquisition vehicles (SPACs)—a type of “blank check” company. SPACs raise money in an initial public offering (IPO), which is placed in a trust account to be used for the sole purpose of identifying, acquiring, and merging with a private target company within 18 […]
Click here to read the complete post
Posted in Institutional Investors, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Capital formation, Institutional Investors, IPOs, Mergers & acquisitions, PIPE, Shareholder activism, SPACs, Special purpose vehicles
Comments Off on SPACs: A New Frontier for Shareholder Activism
Investors and Regulators Turning up the Heat on Climate-Change Disclosures
As investors’ calls for greater climate-related corporate accountability grow louder, the “E” in ESG—environmental, social and governance—looms larger than ever, particularly from the perspective of directors facing oversight responsibilities and the challenge of providing adequate disclosure. That reality became even clearer when a little-known hedge fund with a relatively small stake in ExxonMobil successfully elected […]
Click here to read the complete post
Posted in Accounting & Disclosure, ESG, International Corporate Governance & Regulation, Practitioner Publications
Tagged Climate change, Environmental disclosure, ESG, EU, Information environment, International governance, SEC, Securities regulation, Stakeholders, Sustainability, UK
Comments Off on Investors and Regulators Turning up the Heat on Climate-Change Disclosures
The Reliability of Your Company’s Carbon Footprint
Just how reliable are those carbon footprints that many large companies have been publishing in their sustainability reports? Even putting aside concerns about greenwashing, what about those nebulous Scope 3 GHG emissions? As we all know, the SEC is now is the midst of developing a proposal for mandatory climate-related disclosure. (See, e.g., this PubCo […]
Click here to read the complete post
Posted in Accounting & Disclosure, ESG, Practitioner Publications
Tagged Audits, Climate change, Environmental disclosure, ESG, Stakeholders, Sustainability
Comments Off on The Reliability of Your Company’s Carbon Footprint
Cybersecurity and Disclosures
“The Vulcan mind meld, also known as the mind link, mind probe, mind fusion, mind touch, or simply meld, was a telepathic link between two individuals. It allowed for an intimate exchange of thoughts, thus in essence enabling the participants to become one mind, sharing consciousness in a kind of gestalt.” —The Star Trek definition […]
Click here to read the complete post
Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Cybersecurity, Risk assessment, Risk disclosure, Risk management, SEC, SEC enforcement, Securities enforcement, Securities regulation
Comments Off on Cybersecurity and Disclosures
The Audit Committee’s Role in Sustainability/ESG Oversight
Because ESG encompasses strategy, risk and opportunity, the board plays a vital role. But ESG is a broad topic, and the board should consider assigning various aspects of oversight to specific committees. Here we outline the role the audit committee can play in overseeing ESG disclosures. Why the hype about ESG disclosures? In recent discussions […]
Click here to read the complete post
Posted in Accounting & Disclosure, Boards of Directors, ESG, Practitioner Publications, Securities Regulation
Tagged Audit committee, Boards of Directors, Climate change, Environmental disclosure, ESG, Oversight, Securities regulation, Stakeholders, Sustainability
Comments Off on The Audit Committee’s Role in Sustainability/ESG Oversight
SPAC Momentum Continues in Europe
Since our publication in March (US SPAC Boom Spreads to Europe), the SPAC market in Europe has continued to grow, with nearly 30 SPACs listed so far in 2021. Euronext Amsterdam has been taking the lead with over 40% of the European SPAC listings, along with three on the Frankfurt Stock Exchange. In London, the […]
Click here to read the complete post
Posted in International Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications
Tagged Capital formation, ESMA, EU, Europe, International governance, IPOs, Mergers & acquisitions, SPACs, UK
Comments Off on SPAC Momentum Continues in Europe
The HCM Funnel
Investor demands, societal pressures and competition for employees are pushing boards to be intentional about where and how they focus on human capital management (HCM). Leading companies view HCM as a value driver and strategic differentiator. Boards should view HCM topics the same way they view other key strategic items — as an essential component […]
Click here to read the complete post
Posted in Accounting & Disclosure, Boards of Directors, ESG, Practitioner Publications
Tagged Boards of Directors, Disclosure, Diversity, ESG, Human capital, Stakeholders
Comments Off on The HCM Funnel
Chancery Court Decision on the “Effect of Termination” Provision
The Delaware Court of Chancery’s recent decision in Yatra Online v. Ebix (Aug. 30, 2021) serves as a reminder that, under the “Effect of Termination” provision in most merger agreements, a party’s termination of the agreement extinguishes all liability of both parties for pre-termination breaches of the agreement, except as the parties may have otherwise […]
Click here to read the complete post
Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Acquisition agreements, Delaware cases, Delaware law, Liability standards, Merger litigation, Mergers & acquisitions, Misconduct, Termination
Comments Off on Chancery Court Decision on the “Effect of Termination” Provision
Key Takeaways From Recent SEC Cybersecurity Charges
On August 30, 2021, the SEC announced three settlements with eight registered investment advisers and broker-dealers for violations of Rule 30(a) of Regulation S-P (the “Safeguards Rule”) and, in the case of one of the firms charged, for violations of Section 206(4) and Rule 206(4)-7 of the Advisers Act, resulting in hundreds of thousands of dollars in […]
Click here to read the complete post
Posted in Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Broker-dealers, Cybersecurity, Investment Advisers Act, Privacy, Regulation S-P, SEC, SEC enforcement, SEC rulemaking, Securities enforcement
Comments Off on Key Takeaways From Recent SEC Cybersecurity Charges