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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
What Do You Think About Climate Finance?
Scientists often describe climate change with superlatives. Urgent. Dire. Existential. The superlatives are all bad. Encouragingly, financial economists are devoting more and more attention to the intersection of climate and finance. Since time is short to define research agendas that help us manage the emerging financial and economic risks from climate change, we surveyed a […]
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Posted in Academic Research, ESG
Tagged Climate change, Environmental disclosure, ESG, Risk, Risk assessment, Surveys, Sustainability
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Weekly Roundup: August 27-September 2, 2021
SEC Maintains Focus on Contingent Liabilities Posted by John F. Savarese and Wayne M. Carlin, Wachtell, Lipton, Rosen & Katz, on Friday, August 27, 2021 Tags: Disclosure, Earnings management, Liability standards, Loss contingencies, SEC, SEC enforcement, Securities enforcement ESG and Incentives 2021 Report Posted by John Borneman, Tatyana Day, and Olivia Voorhis, Semler Brossy LLC, on Friday, August 27, 2021 Tags: Climate change, Cybersecurity, Diversity, Environmental disclosure, ESG, Executive Compensation, Human […]
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Posted in Weekly Roundup
Tagged Weekly Roundup
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Spotlight on Boards
The ever-evolving challenges facing corporate boards prompt periodic updates to a snapshot of what is expected from the board of directors of a public company—not just the legal rules, or the principles published by institutional investors and various corporate and investor associations, but also the aspirational “best practices” that have come to have equivalent influence […]
Click here to read the complete postCorporate 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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