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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
Corporate Directors’ Implicit Theories of the Roles and Duties of Boards
Introduction In the fifteen years since the passage of the Sarbanes-Oxley (SOX) Act in the U.S., several institutional and regulatory changes have helped reshape boards of directors. During this time, other factors have emerged to place greater pressure on boards as well. In particular, larger activist investors have applied pressure on boards to focus their […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation
Tagged Board composition, Board dynamics, Board independence, Boards of Directors, Diversity, Management, Outside directors
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ESG 2.0—The Next Generation of Leadership
As anyone involved with ESG will attest, the current level of demand for ESG leadership talent is unsurpassed and unrelenting. Even firms with long-standing track records of successfully integrating ESG principles into their organizations are finding it more difficult than ever to stay ahead of dynamic and constantly evolving ESG expectations. Companies that have previously […]
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Posted in ESG, Practitioner Publications
Tagged Diversity, ESG, Management, Sustainability
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The SEC’s Upcoming Climate Disclosure Rules
In his remarks before the Principles for Responsible Investment “Climate and Global Financial Markets” webinar on July 28, 2021, SEC Chair Gary Gensler provided insights into what companies might expect from the SEC’s upcoming climate disclosure rules. Gensler’s remarks follow in the wake of other similar proposals for enhanced climate disclosure made by authorities in […]
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Posted in Accounting & Disclosure, ESG, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Climate change, Disclosure, Environmental disclosure, ESG, EU, Form 10-K, International governance, SEC, SEC rulemaking, Securities regulation, Sustainability
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Cross-Listings, Antitakeover Defenses, and the Insulation Hypothesis
Understanding why firms cross-list their shares abroad has attracted many studies in finance (Karolyi, 2006, 2012). These studies has argued that overseas listings can broaden firms’ shareholder base, or bond firms to stronger legal enforcement and more prestigious financial intermediaries in the hosting countries. While these studies mainly focus on the capital market benefits of […]
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Posted in Academic Research, Boards of Directors, International Corporate Governance & Regulation, Mergers & Acquisitions
Tagged Board Insulation, Boards of Directors, Foreign firms, Hostile takeover, International governance, Mergers & acquisitions, Takeover defenses
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Private Equity Carve-Outs Ride Post-COVID Wave
Last spring, Dell spun off its cloud computing business, VMWare, in a deal valued at nearly US$63 billion, with the equity from the deal funneled to existing shareholders including Dell itself and the PE firm Silver Lake Partners, Dell’s strategic financial partner since 2013. The unconventional Dell deal serves as a bellwether for surging PE […]
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Posted in Mergers & Acquisitions, Practitioner Publications, Private Equity
Tagged Carve-outs, Mergers & acquisitions, Private equity, SPACs, Spinoffs
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Survey on Perceptions of Stakeholder Governance and Corporate Purpose
Since the Business Roundtable redefined the Purpose of a Corporation two years ago, we’ve been tracking how Americans think companies are measuring up to this new stakeholder-focused purpose. The macro perspective is that America’s largest companies are perceived to be doing well promoting an economy that serves all Americans; a sharp increase (16-20 percentage points) from when […]
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Posted in Corporate Social Responsibility, ESG, Practitioner Publications
Tagged Business Roundtable, Climate change, Corporate purpose, ESG, Shareholder primacy, Stakeholders, Surveys, Sustainability
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M&A Rumors about Unlisted Firms
Mergers and acquisitions (M&As) are important events in the life cycle of corporations and have the potential to affect a wide range of stakeholders. They can lead, among many other possibilities, to strategic reorganization, product discontinuation, accelerated growth, geographic expansion, layoffs, or increased competition. The transactions are usually initiated by the acquirer or the seller […]
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Posted in Academic Research, Empirical Research, Mergers & Acquisitions
Tagged Confidentiality, Information environment, Mergers & acquisitions, Non-disclosure agreements, Reputation
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A Special Board Committee Can Help Drive Corporate and Transformational Success
Finding time to engage on corporate strategy is a regular concern of directors. One aspect of strategy oversight in particular—the emerging and urgent topic of digital transformation—distinguishes itself from traditional operational considerations because of its critical impact on a company’s business model, investments, leadership, and culture. The companies that lead in the digital economy win big, while […]
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Posted in Boards of Directors, Practitioner Publications
Tagged Board oversight, Boards of Directors, Innovation, Special committees, Tech companies
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Corporate Racial Equality Investments—One Year Later
Executive Summary Following the killing of George Floyd in May 2020, many large US companies committed to donating large sums to nonprofits to address racial inequality. These financial commitments were in addition to pledges to address racial inequality through revising company policies, implementing internal education and development programs, increasing diversity and equity in their workforces […]
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Posted in Corporate Social Responsibility, ESG, Practitioner Publications
Tagged Charitable spending, Corporate Social Responsibility, Diversity, ESG, Reputation, Social contract
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Why Do Bank Boards Have Risk Committees?
Though the Dodd-Frank Wall Street Reform and Consumer Protection Act (DFA) passed in July 2010 required bank holding companies with more than $10 billion of assets to have a board risk committee, a majority of the banks required to have a risk committee had one before the legislation. The presumption of the legislators apparently was […]
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Posted in Academic Research, Banking & Financial Institutions, Boards of Directors, Empirical Research, Financial Regulation
Tagged Bank boards, Banks, Boards of Directors, Dodd-Frank Act, Financial institutions, Financial regulation, Risk, Risk committee, Risk management, Systemic risk
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