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Program on Corporate Governance Advisory Board
- William Ackman
- Peter Atkins
- David Bell
- Kerry E. Berchem
- Richard Brand
- Daniel Burch
- Paul Choi
- Jesse Cohn
- Arthur B. Crozier Christine Davine
- Renata J. Ferrari
- John Finley
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper
- Paul Hilal
- Carl Icahn William P. Mills
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HLS Faculty & Senior Fellows
Author Archives: Tarik Samman
2024 Silicon Valley 150 Corporate Governance Report
Below are the key findings from Wilson Sonsini Goodrich & Rosati’s 2024 Silicon Valley 150 Corporate Governance Report, which analyzes the corporate governance practices and disclosures of the Valley’s largest public companies based on reviews of proxy statements filed between October 1, 2023, and September 30, 2024 (referred to as 2024 in this report), as […]
Click here to read the complete postHuman Rights and Portfolio Risk: Why Investors Should Think Big
With human rights regulations expanding, investors need a broader approach to assessing risk and opportunity. Guidelines on human rights have helped shape some of the key principles of corporate responsibility. Increasingly, however, governments are hardening guidelines into law. Penalties for companies that fail to comply may be severe—but the risks to investors can be mitigated, […]
Click here to read the complete postShareholder Preferences and Shareholder Democracy
The role of shareholders in corporate governance has evolved in recent decades, even in jurisdictions where shareholder influence has been limited. Traditionally, shareholder interests were held to be narrowly focused on maximising financial returns, with governance practices structured around this objective. However, growing awareness of environmental, social, and governance (ESG) issues has shifted the conversation. […]
Click here to read the complete postEnhancing Controls and Procedures for Climate‑Related Disclosures
I. Introduction Earlier this year, the Securities and Exchange Commission (SEC) adopted long-anticipated rules mandating climate-related disclosures in public companies’ annual reports and registration statements (SEC Climate Rules). While the new rules subject many disclosure requirements to a materiality standard, they nevertheless mandate significant climate-related disclosures and disclosure-related determinations for companies. In response to multiple […]
Click here to read the complete postIncorporating Natural Capital into Engagements
Biodiversity risk represents a significant and growing financial risk, with the potential to impact global economic value directly and indirectly through operational risks, transition costs, environmental liabilities and more. A 2020 report by the World Economic Forum estimated that over half of the world’s GDP, about $44 trillion, is moderately or highly dependent on nature […]
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Posted in Practitioner Publications
Tagged Biodiversity, Disclosure, Institutional Investors, TNFD
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Carbon Burden
Summary We quantify the U.S. corporate sector’s carbon externality by computing the sector’s “carbon burden”—the present value of social costs of its future carbon emissions. Our baseline estimate of the carbon burden is 131% of total corporate equity value. Among individual firms, 77% have carbon burdens exceeding their market capitalizations, as do 13% of firms […]
Click here to read the complete postDOJ Revises Corporate Enforcement Policy to Incentivize Companies to Voluntarily Self-Report
On November 22, 2024, Principal Deputy Assistant Attorney General Nicole M. Argentieri announced several important changes to the U.S. Department of Justice’s Corporate Enforcement Policy (the “CEP”). The changes seek to further incentivize companies to voluntarily self-disclose misconduct, cooperate with DOJ and remediate any wrongdoing. In particular, these revisions provide that: (i) a company can […]
Click here to read the complete postWhat to Expect from the Mandatory Sustainability Disclosure Standards for Non-EU Companies
The European Financial Reporting Advisory Group (EFRAG) is in the process of finalizing its draft sustainability reporting standards for non-EU parent companies (NESRS), which will shortly be subject to public consultation. Recent drafts for discussion were published on November 18, 2024. These provide a good indication as to the expected direction of CSRD reporting for non-EU parent […]
Click here to read the complete postWhat Companies Can Do to Protect against Cyberattacks
Key Points Companies should critically assess the strength of their cybersecurity defenses against evolving threats, including third parties’ vulnerabilities. Recent changes in regulatory expectations for cybersecurity have underscored the need for board oversight of this potential risk. Many boards are now revisiting whether and how to assign cybersecurity oversight to a board committee. A well-designed […]
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Posted in Practitioner Publications
Tagged Board of Directors, cyber threats, Cybersecurity, SEC
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The ISSB Puts Portfolio Materiality on the Table
ISSB ADOPTS INITIAL STANDARDS WITH COMPANY-SPECIFIC MODEL OF MATERIALITY In a prior post on this Forum, I discussed the need for the International Sustainability Standards Board (ISSB) to adopt a “sesquimateriality” approach to disclosure: one that would require reporting companies to disclose any sustainability information that was material to the performance of a diversified portfolio, […]
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