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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
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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2021 Say on Pay and Proxy Results
Breakdown of Say on Pay Vote Results 56 Russell 3000 companies (2.8%) failed Say on Pay thus far in 2021, 15 of which are in the S&P 500. The S&P 500 failure rate is currently 3.7%. No companies have failed since our last report. Our evaluation of the likely reasons for failure indicates that 18 […]
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Posted in Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Executive Compensation, Institutional Investors, Proxy advisors, Say on pay, Shareholder voting
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SEC Updates Qualified Client Threshold
On June 17, 2021, the SEC issued an order (the “Order”) to adjust for inflation the dollar amount thresholds that determine when an investor is a “qualified client” under Rule 205-3 of the Investment Advisers Act of 1940, as amended (the “Advisers Act”). Prior to the Order, Rule 205-3 defined a qualified client as (i) […]
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Posted in Practitioner Publications, Securities Regulation
Tagged Incentives, Investment advisers, Investment Advisers Act, SEC, SEC rulemaking, Securities regulation
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Statement by Chair Gensler on Broker-Dealer and Investment Adviser Digital Engagement Practices
Today [August 27, 2021], the Commission published a request for public comment on the use of new and emerging technologies by financial industry firms. While these new technologies can bring us greater access and product choice, they also raise questions as to whether we as investors are appropriately protected when we trade and get financial […]
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Posted in Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Broker-dealers, Engagement, Financial technology, Investment advisers, Investor protection, SEC, SEC rulemaking, Securities regulation
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Delaware and New York Part Ways on Treatment of Future Affiliates Covered by Contract Restrictions
In an earlier note, we identified discernable gaps between Delaware and New York law relating to certain recurring issues that come up in transactions. A recent decision from the Delaware Chancery Court highlights another important difference in approach that affects both drafting and due diligence considerations for dealmakers. In this case, the court addressed whether a non-compete in […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Delaware cases, Delaware law, Due diligence, Joint ventures, Merger litigation, Mergers & acquisitions, New York, Non-competition agreements, State law
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ESG and Incentives 2021 Report
Performance metrics in incentive plans are most effective when they reinforce business priorities and initiatives that are already deemed important by leadership. This is as true for ESG metrics as it is for any other performance objectives, although there are also strong external pressures that appear to be influencing the adoption of ESG metrics today. […]
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Posted in Accounting & Disclosure, ESG, Executive Compensation, Practitioner Publications
Tagged Climate change, Cybersecurity, Diversity, Environmental disclosure, ESG, Executive Compensation, Human capital, Incentives, Sustainability
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SEC Maintains Focus on Contingent Liabilities
An SEC enforcement action announced today highlights a continuing focus on timely disclosure of contingent liabilities. The SEC’s order in In the Matter of Healthcare Services Group, Inc. found that HSG improperly delayed recording or disclosing anticipated losses in pending litigation. The SEC noted that the case resulted from its EPS Initiative, in which the […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement
Tagged Disclosure, Earnings management, Liability standards, Loss contingencies, SEC, SEC enforcement, Securities enforcement
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Weekly Roundup: August 20–26, 2021
The Difference Between Purpose and Sustainability (aka ESG) Posted by Robert Eccles, Colin Mayer, and Judith Stroehle (Oxford University), on Friday, August 20, 2021 Tags: Corporate purpose, Environmental disclosure, ESG, ExxonMobil, Firm performance, Royal Dutch Shell, Stakeholders, Sustainability A New Variation in SEC Insider Trading Enforcement Posted by John F. Savarese and Wayne M. Carlin, Wachtell, Lipton, Rosen & Katz, on Friday, August 20, 2021 […]
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