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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
Delaware Supreme Court Announces New Demand Futility Test
In what promises to be a landmark decision, the Delaware Supreme Court last week reframed the rules governing derivative litigation. United Food & Commercial Workers Union v. Zuckerberg, No. 404, 2020 (Del. Sept. 23, 2021). A Facebook stockholder sued current and former directors to recover costs the company had incurred in connection with a proposed […]
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Posted in Boards of Directors, Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Boards of Directors, Delaware cases, Delaware law, Derivative suits, Dual-class stock, Facebook, Securities litigation, Shareholder suits
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The Upcoming Bebchuk-Edmans Debate on “The Promise of Stakeholder Capitalism: Real or Illusory?”
The London Business School Centre for Corporate Governance and the Financial Times will host next week a virtual debate on stakeholder capitalism between Professors Lucian Bebchuk and Alex Edmans. The debate will be moderated by Gillian Tett of the Financial Times. Titled “The Promise of Stakeholder Capitalism: Real or Illusory?,” the virtual debate will be held on Tuesday, October 5 […]
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Posted in Academic Research, HLS Research
Tagged Program on Corporate Governance
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C-Suite Executives Should Fill the Trust Gap
Trust in an organization is an ongoing relationship between an entity and its various stakeholders—and is earned through that entity’s actions. Those actions, however, cannot be strictly embodied in a crisis response strategy to address a trust breach. Instead, by investing in trust proactively, organizations can build “trust equity”—a reserve of trust that can not […]
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Posted in Accounting & Disclosure, Comparative Corporate Governance & Regulation, ESG, Practitioner Publications
Tagged Corporate culture, Corporate purpose, ESG, Human capital, Management, Managerial style, Stakeholders, Transparency
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Board Structure Is Key to Oversight
The primary role and responsibility of boards of directors is management oversight. Recent lawsuits against public company directors for oversight failures should prompt boards to consider whether their current governance structures are optimal for maximizing oversight effectiveness. It is common, but potentially problematic, for the audit committee to be tasked with all compliance oversight. This […]
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Posted in Boards of Directors, ESG, Practitioner Publications
Tagged Audit committee, Audits, Board composition, Board oversight, Boards of Directors, Compliance and disclosure interpretation, Diversity, ESG
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Five Essential Strategy Questions Boards Should Be Asking
In brief Management and the board should define “long-term” and develop a strategy that is focused not on where the organization “is going” but where it “can go.” It is essential for an organization’s talent strategy and ESG priorities to be aligned and integrated with the overall strategy. Boards can help recalibrate the risk framework […]
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Posted in Boards of Directors, ESG, Practitioner Publications
Tagged Board dynamics, Board performance, Boards of Directors, ESG, Long-Term value, Management, Risk management
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SEC’s Investor Advisory Committee Recommends Changes to Rule 10b5-1 Trading Plans
Responding to a recent call from SEC Chair Gary Gensler to “freshen up” Rule 10b5-1, a subcommittee of the SEC’s Investor Advisory Committee (IAC) released draft recommendations on August 26 calling for changes to the operation of Rule 10b5-1 securities trading plans. The recommendations, which don’t seem to distinguish between insider selling plans and company repurchase plans, […]
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Posted in Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Insider trading, Rule 10b-5-1, SEC, SEC enforcement, SEC rulemaking, Securities enforcement, Securities regulation
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A New Way of Seeing Value
Engine No. 1’s Total Value Framework is a data-driven approach to investing that puts a tangible value on a company’s environmental, social and governance impacts and ties those impacts to long-term value creation. Interest in environmental, social and governance (ESG) has never been greater, and yet, ESG ratings systems conflict with one another and remain […]
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Posted in Corporate Social Responsibility, ESG, Institutional Investors, Practitioner Publications
Tagged Climate change, Corporate Social Responsibility, Environmental disclosure, ESG, Institutional Investors, Long-Term value, Shareholder activism, Shareholder value, Stakeholders, Sustainability
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The Impact of a Principles-Based Approach to Director Gender Diversity Policy
A corporate governance issue that has drawn broad attention is the underrepresentation of females on corporate boards. Many attempts to address this issue follow a rules-based approach, in which mandated quotas for female representation in boards are imposed. An alternative to a prescriptive regulatory approach is a principles-based one, under which firms publicly disclose their […]
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Posted in Academic Research, Boards of Directors, Empirical Research
Tagged Board composition, Boards of Directors, Director qualifications, Diversity, ESG
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Weekly Roundup: September 17–23, 2021
Why CEO Option Compensation Can be a Bad Option for Shareholders: Evidence from Major Customer Relationships Posted by Claire Liu (University of Sydney), Ronald Masulis (University of New South Wales), and Jared Stanfield (University of Oklahoma), on Friday, September 17, 2021 Tags: Equity-based compensation, Executive Compensation, Firm performance, Risk, Shocks, Stakeholders, Stock options, Tariffs Vermont’s Fossil Fuel Suit Underscores Climate-Change Pressures Faced by U.S. […]
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Posted in Weekly Roundup
Tagged Weekly Roundup
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The Role of the CEO in Mergers and Acquisitions
The last 18 months will likely go down as one of the most disruptive—and likely most difficult—periods leaders will face in their careers. Yet despite all the challenges this year, there are signs of an improving economy. Unemployment numbers are decreasing after a substantial increase earlier this year. Many companies are increasing output. And mergers […]
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Posted in Boards of Directors, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, Corporate culture, Human capital, Management, Managerial style, Mergers & acquisitions
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