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Program on Corporate Governance Advisory Board
- Peter Atkins
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HLS Faculty & Senior Fellows
Author Archives: Victoria Sidoti
Validating Valuation: How Statistical Learning Can Cabin Expert Discretion in Valuation Disputes
Introduction Financial valuation is a cornerstone of modern commercial litigation, influencing outcomes across substantive areas of legal dispute, from bankruptcy to tax and corporate law. However, its ubiquity comes with substantial challenges for the judiciary. Conventional approaches to valuation, including discounted cash flow, comparable company, and comparable transactions analyses, leave open substantial areas of discretion […]
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Posted in Academic Research
Tagged DFC Global Corp. v. Muirfield Value Partners, litigation, LP, Statistical Learning, valuation
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A Survey of Non-Independent Directors at S&P 500 Companies
Board composition remains a critical issue for public companies as investors and other stakeholders evaluate the skills, qualifications, and background of directors. It is well-known that stock exchange rules generally only require that a company’s board contains a majority of independent directors, with the exception of controlled companies. However, after these bare requirements, a board […]
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Posted in Practitioner Publications
Tagged Board of Directors, CEOs, directors, S&P 500
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DEI Metrics in Executive Compensation
The Supreme Court’s decision to side with Students for Fair Admission in Students for Fair Admissions v. Harvard, which struck down the use of “affirmative action” in college admissions, caused concern among compensation committee members, compensation consultants and the executives and managers incentivized to enhance diversity, equity, and inclusion (DE&I) at their employers about the […]
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Posted in Practitioner Publications
Tagged dei, ESG, Students for Fair Admissions v. Harvard, Supreme Court
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Publicly Traded Public Benefit Corporations: An Empirical Investigation
Many corporations seek to persuade their investors, customers, and employees that they care not only about profits but also about corporate constituencies such as workers, communities, and the environment. So-called public benefit corporations (“PBCs”) are at the forefront of this movement. A PBC’s charter must name a specific public benefit, such as protecting the environment […]
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Posted in Academic Research
Tagged ESG, PBC, Public benefit corporations, Shareholders, SPAC
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ESG Engagements in 2024
Executive Summary Key trends to emerge from ESG engagements in 2023 and Q1 2024. As global regulators look to increase corporate ESG accountability, an increasing number of companies are identifying climate change as a risk in their corporate disclosures. In 2023, 76.2% of the 3,000 largest U.S. companies mentioned climate change as a risk in […]
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Posted in Practitioner Publications
Tagged Activism, Climate Disclosure, climate reporting, ESG, Institutional Investors, Sustainability
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The Social Benefits of Control
Multiclass share structures have exploded in popularity over the past twenty years since Google went public with one in 2004. This uptick has occurred despite profound concerns over the threats such structures can pose to good governance. Multiclass structures create uneven shareholder voting rights, granting insiders voting power that exceeds their economic stake in the […]
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Posted in Academic Research
Tagged Environmental, multiclass structures, public markets, Shareholders, social
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The Chamber and NCPPR file brief challenging SEC climate disclosure rule
As you probably recall, in March 6, the SEC adopted final rules “to enhance and standardize climate-related disclosures by public companies and in public offerings.” (See this PubCo post, this PubCo post, this PubCo post, and this PubCo post.) Even though, in the final rules, the SEC scaled back significantly on the proposal—including putting the kibosh on the controversial mandate for […]
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Posted in Practitioner Publications
Tagged Climate, Climate Disclosure, climate rule, SEC
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Climate Disclosure Update
Pencils down on climate disclosure compliance? Not so fast. It is uncertain when or if the SEC’s new climate disclosure rules will come into effect. The ultimate fate of the rules is unclear given the litigation over the rules in the Eighth Circuit. In addition, the SEC recently stayed the rules pending resolution of the […]
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Posted in Practitioner Publications
Tagged Climate, Climate Disclosure, CSRD, ESG, SEC
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Beyond Risk: Voluntary Disclosure Under Ambiguity
Ambiguity, also known as Knightian uncertainty, is rooted in nearly every real-life decision process. It refers to situations in which both the outcome and the probabilities governing the set of possible outcomes are unknown. Risk, on the other hand, refers to situations where the future outcome is unknown, but the set of possible outcomes is […]
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Posted in Academic Research
Tagged Ambiguity, Ambiguity Aversion, Earnings Guidance, Management Guidance, Risk, Risk Aversion
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Should Universities Take a Stand on Public Issues? How Effectively Are Universities Governed?
Harvard and many of our most respected universities are going through a period of unprecedented turmoil. In a recent Harvard Magazine article entitled “Why Americans Love to Hate Harvard,” former Harvard President Derek Bok described the “rising tide of antagonism to higher education.” Why is this happening? Public hostility and mistrust of higher education undoubtedly […]
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Posted in Academic Research
Tagged Harvard University, higher education, non-profit governance, university governance
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