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Program on Corporate Governance Advisory Board
- Peter Atkins
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- Renata J. Ferrari
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HLS Faculty & Senior Fellows
Author Archives: Tarik Samman
SEC Enforcement: Year in Review
During Chair Gary Gensler’s and Director of Enforcement Gurbir Grewal’s second year of leadership, several key enforcement priorities came into focus that will impact businesses across sectors. In this year in review, we highlight important takeaways for business leaders and in-house counsel from the Division’s activities in 2022, and what these activities mean for the […]
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Posted in Practitioner Publications
Tagged Cryptocurrency, Cybersecurity, ESG, SEC, SEC enforcement, SPACs
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ESG Battlegrounds: How the States Are Shaping the Regulatory Landscape in the U.S.
When it comes to ESG in the United States, among the most dramatic developments is an ideological battle unfolding at the state level, pitting liberal-leaning state governments that have embraced ESG-focused investing against conservative-led states that would seek to exclude it. To date, the general consensus had been that the U.S. is lagging on its […]
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Posted in Practitioner Publications
Tagged anti-ESG, ESG, ESG disclosure, regulation, Retirement plans, State regulation
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2023 Proxy Season Preview – Compromise and Conflict Ahead
Introduction Something rather unexpected happened in the 2022 proxy season. Amid a growing focus on environmental, social & governance (ESG) issues, and following a 2021 proxy season with record support for shareholder proposals on environmental and social (E&S) topics, average support for E&S shareholder proposals declined compared with 2021. At the same time, opposition to […]
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Posted in Practitioner Publications
Tagged CEOs, Corporate governance, ESG, Proxy season, Say on pay, Shareholder activism
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S&P 500 CEO Compensation Increase Trends
Executive Summary In 2021, CEO median actual total direct compensation (TDC*) among S&P 500 companies increased +14% driven by higher actual bonuses. Similarly in 2021, the S&P 500 total shareholder return (TSR) increased +29%. Historical CEO pay increases have been supported by TSR; on average, annualized pay increases have been ≈12% lower than TSR performance […]
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Posted in Practitioner Publications
Tagged CEOs, Compensation ratios, Corporate governance, S&P 500, TDC, TSR
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ESG: Trends to Watch in 2023
Said simply, it might feel like ESG is everywhere in 2023. More companies and investment funds are adopting programs or policies that are keyed to various ESG measures as they look to drive profitability and improve access to capital. Regulators across the globe are busy writing and implementing new disclosure regimes. Investors are pushing for […]
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Posted in Practitioner Publications
Tagged anti-ESG, Corporate governance, ESG, Proxy advisors, Proxy voting, SEC
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The 2023 Reporting Season: Recent SEC Guidance
Assess the Impact of SEC Staff Comments The staff of the Disclosure Review Program (DRP) in the SEC’s Division of Corporation Finance has remained quite active. During the 12-month period ended June 30, 2022, the staff issued approximately 10% more comment letters on company filings compared to the prior year period. This uptick in comment […]
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Posted in Practitioner Publications
Tagged Board dynamics, climate disclosures, DCPs, ESG disclosure, GAAP, MD&A, SEC enforcement
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2023 – The year of the risk-centric agenda
The audit committee’s role in risk oversight Predicting the future is difficult, particularly in times of change and uncertainty. However, it seems safe to predict that the 2023 agendas of many audit committees will be risk-centric. Of course, risk oversight is among the most important—if not the most important—of the audit committee’s responsibilities. While the audit […]
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Posted in Practitioner Publications
Tagged Board of Directors, Cybersecurity, Financial reporting, Risk, Risk oversight, Sarbanes–Oxley Act
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The Venture Corporation
Technological innovation is a powerful driving force for human advancement and welfare. Modern societies celebrate the numerous ways that innovative feats have contributed to the quality of life, from curing diseases to tackling global environmental challenges. Startups play an indispensable role in promoting innovation. The collaboration between entrepreneurs and venture capitalists (“VCs”) has been observed […]
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Posted in Academic Research, Delaware Law Series
Tagged Corporate governance, Delaware law, Market Indexes, Startups, V-corps, VCs
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An Auspicious Start for Universal Proxy
We discern a definitely interesting and possibly significant impact of the new universal proxy card (UPC) rules on US proxy contests, even though it’s still somewhat early. We see that impact both in how activist investors plan proxy contests, and in the small number of contests that have concluded under UPC. We heard all manner […]
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Posted in Practitioner Publications
Tagged ESG, investors, Proxy advisors, Proxy contests, Shareholder voting, Universal Proxy
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Fiduciary Duties of Public Pension Systems and Registered Investment Advisors
So-called Environmental, Social, and Governance (“ESG”) investment practices have come under increasing legal scrutiny. Areas of legal concerns include potential breaches of fiduciary duty, conflicts of interest, violations of antitrust law, and violations of federal securities law. This white paper addresses three questions: 1. Does state law prohibit public pension trustees from choosing investments, adopting […]
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Posted in Practitioner Publications
Tagged dei, ESG, ESG Investment, Fiduciary duties, regulation, Sustainability
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