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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
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
- Daniel Wolf
HLS Faculty & Senior Fellows
Author Archives: Victoria Sidoti
NYC pension case tees up first test of GOP fiduciary duty theory.
For nearly two years, Republican officials and conservative commentators have proclaimed in various settings that consideration of environmental, social and governance (ESG) factors in investing is in breach of fiduciary duties owed by asset managers and pension officials. While this legal theory has been cited in the issuance of state attorney general opinions and the […]
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Posted in Practitioner Publications
Tagged AFFT, ESG, Fiduciary duties, fossil fuels, New York City
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Does Paying Passive Managers to Engage Improve ESG Performance?
The Principles of Responsible Investment (PRI) is the largest responsible investor network globally. It has 738 asset owner signatories, including the largest in the world, the Government Pension Investment Fund (GPIF) of Japan. Signatories commit to investor stewardship by incorporating ESG issues into investment processes (Principle 1) and to being active owners through engagement and […]
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Posted in Academic Research
Tagged Asset Managers, ESG, FTSE, GPIF, PRI
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Securities and Derivative Litigation: Quarterly Update
With just one quarter remaining in 2023, securities and derivative litigation continues to develop with new standards being articulated or clarified, particularly by decisions within the Second Circuit: The Second Circuit provided additional guidance regarding when statements of opinion may nevertheless be actionable; and In Goldman, the Second Circuit instructed the district court to decertify a […]
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Posted in Practitioner Publications
Tagged derivative litigation, Second Circuit, Securities fraud, Securities litigation, SOX
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Investor Alliances: The Infrastructure For Climate Stewardship
Investors have switched from competition to collaboration to combat climate change. In a new article, I describe the reasons for this shift, and offer the first in-depth analysis of how investor climate alliances facilitate collaborative climate stewardship.
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Posted in Academic Research
Tagged Climate change, climate risk, ESG, investor stewardship, investors
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Statement by Chair Gensler on PCAOB 2024 Budget
Today, the Commission is voting to approve the 2024 budget of the Public Company Accounting Oversight Board (PCAOB). I support this $385 million budget—supporting a modest two percent increase in headcount—because of the important role the PCAOB plays in protecting investors and facilitating capital formation.
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Posted in Securities Litigation & Enforcement
Tagged 2024, PCAOB, Public Company Accounting Oversight Board, Sarbanes–Oxley Act, SEC
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2023 Equity Proposal Trends in the U.S. and Canada
Executive compensation continues to be an area of great interest to investors as companies seek to align the long-term interests of management and shareholders. During the 2023 proxy season in North America there was a surge of shareholder opposition on equity plans, with a rare failure in Canada and a significant rise in failures among […]
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Posted in Practitioner Publications
Tagged Canada, Executive Compensation, executive pay, pay equity, u.s.
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Delaware Law Requires Directors to Manage the Corporation for the Benefit of its Stockholders and the Absurdity of Denying It
In a new article posted on SSRN and forthcoming in the Journal of Corporation Law, I address what I take to be a minor intellectual scandal. To wit, for decades, eminent law professors have been publishing scholarly articles claiming that Delaware law permits directors to promote the interests of non-stockholder constituencies even if doing so […]
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Posted in Academic Research
Tagged delaware, fiduciary duty, Revlon, Shareholder primacy, Stakeholders
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The Social Cost of Investor Distraction: Evidence from Institutional Cross-Blockholding
The world is becoming richer. Not in resources but in the stimuli it offers to individuals and organizations. Consequently, we are living in the attention economy—that is, attention is becoming increasingly scarce, and we ought to preserve it, lest we distract ourselves away from events that truly matter.
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Posted in Academic Research
Tagged Corporate Social Responsibility, Cross-blockholding, Investor Distraction, Ownership structure, Social Cost
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Incentivizing What Matters 2.0: A Cross-Continental Review of Sustainability-Linked Executive Incentives
Sustainability and Executive Pay Under Spotlight Compensation programs traditionally were designed to encourage higher earnings, business growth, and stock price performance, and only a fraction of companies incorporated environmental or social considerations in their executive pay program. However, market expectations have evolved in recent years, reflecting the growing integration of environmental and social considerations into […]
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Posted in Practitioner Publications
Tagged ESG, ESG disclosure, executive pay, Sustainability
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Reporting Beneficial Owners Under the Corporate Transparency Act
On January 1, 2024, the Corporate Transparency Act (“CTA”) comes into effect. This sweeping new law imposes significant reporting obligations upon entities that are required to report beneficial ownership and registrant information to the U.S. Treasury’s Financial Crimes Enforcement Network (“FinCEN”). On September 29, 2022, FinCEN adopted its long-awaited final rule (the “Final Rule”) to […]
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Posted in Practitioner Publications
Tagged Beneficial Ownership, Corporate Transparency Act, FinCEN, registrant information, US Corporate Transparency Act (CTA)
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