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Program on Corporate Governance Advisory Board
- Peter Atkins
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HLS Faculty & Senior Fellows
Author Archives: Tarik Samman
Trends and Updates from the 2022 Proxy Season
The extraordinary 2022 proxy season comprised significant developments in governance, environmental and sustainability issues, shareholder engagement, investor considerations, and activism matters. Freshfields’ corporate governance team reviewed trends and developments for this year’s proxy season, summarizing the key takeaways and guidance across the following core areas: boards and directors refreshment trends, board and senior management diversity, […]
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Posted in Boards of Directors, Corporate Elections & Voting, ESG, Practitioner Publications
Tagged Board composition, Boards of Directors, Diversity, ESG, Glass Lewis, Institutional Investors, ISS, Proxy advisors, Proxy season, Proxy voting, Shareholder voting
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Diversity Leaders Open New Doors for Equity Investors
A company’s success increasingly hinges on its capacity to see and meet challenges from different perspectives, and a deep bench of diverse talent often provides an important competitive advantage. Promoting DEI does a lot of good, for employees, the business and investors alike, by creating a more inclusive, productive labor force. The global workplace identity […]
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Posted in Comparative Corporate Governance & Regulation, ESG, Practitioner Publications
Tagged Corporate culture, Diversity, ESG, Firm performance, Human capital, Innovation
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A Board’s Guide to Oversight of ESG
The past few years have brought significant attention to environmental, social and governance (ESG) principles, whether related to climate change, sustainability, human capital management or diversity, equity and inclusion. As boards of directors consider their risk management and oversight responsibilities, what weight should they give ESG issues? Caremark and subsequent cases establish that directors may […]
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Posted in Accounting & Disclosure, Boards of Directors, ESG, Practitioner Publications
Tagged Board oversight, Boards of Directors, Caremark, ESG, Fiduciary duties, Liability standards, Risk oversight
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Weekly Roundup: July 15-21, 2022
Statement by Commissioner Peirce on Proposed Amendments to Rule 14a-8 Posted by Hester M. Peirce, U.S. Securities and Exchange Commission, on Friday, July 15, 2022 Tags: Rule 14a-8, SEC, SEC rulemaking, Securities regulation, Shareholder proposals, Shareholder voting Statement by Chair Gensler on Proposed Amendments to Rule 14a-8 Posted by Gary Gensler, U.S. Securities and Exchange Commission, on Friday, July 15, 2022 Tags: No-action letters, Rule […]
Click here to read the complete postRacial and Ethnic Diversity on U.S. Corporate Boards—Progress Since 2020
The summer of 2020 was a turning point in the push for corporate diversity and inclusion initiatives. The tragic murder of George Floyd and the reactions that followed it resulted in demands for racial equality and anti-racism measures that resounded across the globe, including the corporate world. Subsequently, many companies pledged to do their part […]
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Posted in Boards of Directors, ESG, Institutional Investors, Practitioner Publications
Tagged Board composition, Boards of Directors, Corporate culture, Diversity, ESG, Institutional Investors, Proxy advisors
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The Long and Winding Road to Financial Reporting Standards
It is currently an exciting time in the world of setting standards for sustainability reporting. It is also a complex and confusing one. Last year saw the IFRS Foundation establish the International Sustainability Standards Board (ISSB). The ISSB has consolidated the Value Reporting Foundation (VRF) and the Climate Disclosure Standards Board (CDSB). The VRF was […]
Click here to read the complete postNavigating the Shifting ESG Landscape and Its Impacts on Value Chains
As the world of ESG rapidly evolves, businesses increasingly are being held to account for ESG issues not only within their direct control, but also throughout their value chains. Often complex and transnational in nature, value chains, particularly the more attenuated aspects, can pose unique—and even hidden—ESG risks. If companies do not identify and manage […]
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Posted in Accounting & Disclosure, ESG, International Corporate Governance & Regulation, Practitioner Publications
Tagged Climate change, ESG, Human capital, Human rights, International governance, Securities regulation, Supply chain, Sustainability
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SEC Increases the Unpredictability of the Shareholder Proposal No-Action Process
Key Points Numerous no-action letters relating to the 2022 proxy season overturned both recent and long-standing precedent, creating a level of uncertainty that companies will need to factor into their future no-action strategies and engagement with shareholder proponents. With Staff Legal Bulletin 14L, the SEC Division of Corporation Finance Staff realigned its approach for determining […]
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Posted in Corporate Elections & Voting, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Human capital, No-action letters, Proxy access, Rule 14a-8, SEC, Securities regulation, Shareholder proposals, Shareholder voting
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Regulated Human Capital Disclosures
Human capital has been an increasingly important component of firms’ operations for at least the last two decades, but because firms’ investment in and management of their employees do not fall under the formal definition of an asset, there has been almost no human capital disclosure under U.S. GAAP. That changed in November 2020, when […]
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Posted in Academic Research, Accounting & Disclosure, ESG
Tagged Disclosure, Diversity, ESG, Form 10-K, Human capital, Regulation S-K
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SEC Proposed Reforms of SPACs: A Comment from Andrew Tuch
The Securities and Exchange Commission released proposed rules for special purpose acquisition companies (SPACs), shell companies, and projections (the Release). In a comment letter I filed with the SEC, I provide a critical assessment of this proposal. The Commission proposed far-reaching changes intended to enhance investor protections and align disclosure and liability rules in de-SPACs […]
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