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Program on Corporate Governance Advisory Board
- William Ackman
- Peter Atkins
- David Bell
- Kerry E. Berchem
- Richard Brand
- Daniel Burch
- Paul Choi
- Jesse Cohn
- Arthur B. Crozier
- Renata J. Ferrari
- John Finley
- Carolyn Frantz
- Andrew Freedman
- Byron Georgiou
- Joseph Hall
- Jason M. Halper
- Paul Hilal
- Carl Icahn
- David Millstone
- Theodore Mirvis
- Maria Moats
- Erika Moore
- Carey Oven
- Morton Pierce
- Philip Richter
- Marc Trevino
- Steven J. Williams
- Daniel Wolf
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Delaware and Caremark: An Update
Recent Delaware decisions have reminded boards of directors of the obligation to make a good faith effort to put in place a compliance system designed to help ensure that their companies operate within the bounds of the law and that their products, services, and operations do not cause harm to consumers, community members, or the […]
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Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Board oversight, Boards of Directors, Compliance & ethics, Corporate liability, Delaware cases, Delaware law, In re Caremark, Risk
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Hidden Gems: Do Compensation Disclosures Reveal Performance Expectations?
Performance-based stock grant is an increasingly popular form of incentive pay for public firm CEOs in U.S. Under these grants, executives are expected to receive different levels of stock payments (“threshold,” “target,” or “maximum”), contingent on the firm’s meeting pre-specified hurdles by the end of the performance evaluation period. In 2006, the SEC announced new […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research, Executive Compensation
Tagged Compensation disclosure, Disclosure, Earnings announcements, Equity-based compensation, Executive Compensation, Firm performance, Incentives, Information environment, Pay for performance
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Emerging Fraud Risks to Consider: ESG
Introduction Many audit committees are highly focused on the risk of financial statement fraud, but a case is growing for audit committees to expand their discussion of fraud risk to encompass a growing variety of environmental, social, and governance (ESG) issues. ESG-related topics increasingly appear on audit committee agendas and factor into financial reporting discussions, […]
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Posted in Accounting & Disclosure, Boards of Directors, ESG, Practitioner Publications
Tagged Audit committee, Audits, Climate change, Corporate fraud, Cybersecurity, ESG, Greenwashing, Human capital, Risk, Risk oversight
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Welcoming the Universal Proxy
On 17 November 2021, the US Securities and Exchange Commission (SEC) adopted new Rule 14a-19 and amendments to existing rules under the Securities Exchange Act of 1934 to require the use of “universal” proxy cards in all non-exempt director election contests at publicly traded companies in the US. The new rules contain only slight modifications […]
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Posted in Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Institutional Investors, Proxy contests, Proxy voting, SEC, SEC rulemaking, Securities regulation, Shareholder activism, Shareholder nominations, Shareholder voting, Universal proxy ballots
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Does ESG Negative Screening Work?
Negative screening is broadly the process of finding and excluding stocks of companies, whose operations are seen as “unsustainable” from an environmental, social or a governance (ESG) standpoint (The U.S. SEC does not define a poor ESG stock. The European Sustainable Finance Disclosure Regulation (SFDR), on the other hand, defines a sustainability investment as “an […]
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Posted in Academic Research, Corporate Social Responsibility, Empirical Research, ESG, Institutional Investors
Tagged Corporate Social Responsibility, ESG, Firm performance, Institutional Investors, Reputation, Responsible investing
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SEC Reverses Aspects of Proxy Voting Advice Regulations
Summary On July 13, the SEC voted 3 to 2 (Commissioners Peirce and Uyeda dissenting) to adopt amendments to the rules governing proxy voting advice provided by proxy advisory firms. The 2022 Final Rule rescinds two sections of the rules governing proxy voting advice adopted by the SEC in July 2020. The 2022 Final Rule […]
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Posted in Accounting & Disclosure, Corporate Elections & Voting, Practitioner Publications, Securities Regulation
Tagged Disclosure, Proxy advisors, Proxy voting, Rule 14a-2, SEC, SEC rulemaking, Securities regulation, Shareholder voting
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SEC Proposes Narrowing Grounds for Excluding Shareholder Proposals
On July 13, 2022, the Securities and Exchange Commission (the “SEC”) proposed revisions to Rule 14a-8 under the Securities Exchange Act of 1934 to amend certain substantive bases on which U.S. public companies can exclude shareholder proposals from their proxy statements. The proposed amendments would make it harder for companies to exclude shareholder proposals based on the […]
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Posted in Corporate Elections & Voting, ESG, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged ESG, Institutional Investors, No-action letters, Rule 14a-8, SEC, SEC rulemaking, Securities regulation, Shareholder proposals, Shareholder voting
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Back to Basics: Board Committees
Topics such as cybersecurity, human capital, climate, and political contributions that are associated with the seemingly limitless umbrella of “environmental, social, and governance” (ESG) are becoming standing items on many board agendas. This growing and ever-evolving list of issues that companies are expected to effectively manage is causing many boards to consider what it may […]
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications
Tagged Audit committee, Board dynamics, Board oversight, Board performance, Boards of Directors, Compensation committees, Risk oversight, Surveys
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Amendments to Form 13F
On June 23, 2022, the Securities and Exchange Commission (SEC) adopted certain amendments to Form 13F (the Adopting Release) that will become effective at the beginning of 2023. Eliminating Paper Filing and Mandating Electronic Filing for Confidential Treatment Requests Pursuant to Section 13(f) of the Securities Exchange Act of 1934 (the Exchange Act) and Rule […]
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Posted in Accounting & Disclosure, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Disclosure, Form 13F, Fund managers, Institutional Investors, Investment advisers, SEC, Securities regulation
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SEC Expects to Issue Final Clawback Regulations by October ’22
Introduction and Background The U.S. Congress approved the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) in 2010. One of Dodd-Frank’s key executive compensation provisions requires that all listed companies adopt and disclose a policy for the recoupment of incentive compensation, from its current and former executive officers, in the event a company is […]
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Posted in Accounting & Disclosure, Executive Compensation, Practitioner Publications, Securities Regulation
Tagged Clawbacks, Dodd-Frank Act, Executive Compensation, Restatements, SEC, SEC rulemaking, Securities enforcement, Securities regulation
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