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Program on Corporate Governance Advisory Board
- Peter Atkins
- David Bell
- Kerry E. Berchem
- Richard Brand
- Daniel Burch
- Paul Choi
- Jesse Cohn
- Arthur B. Crozier Christine Davine
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
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- Jason M. Halper William P. Mills
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HLS Faculty & Senior Fellows
Author Archives: Victoria Sidoti
CEO Succession and The Walt Disney Company
We recently published a paper on SSRN (“CEO Succession and The Walt Disney Company”) that examines long-running succession issues at The Walt Disney Company. CEO succession planning is a critical exercise for any organization. All companies, regardless of the status and performance of their CEO, are expected to have a plan in place to replace […]
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Posted in Academic Research
Tagged Board of Directors, CEO compensation, CEO succession, CEO turnover, Chapek, Disney, Iger, Staggs, succession planning, talent development
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Weekly Roundup: December 15-21, 2023
Investor Alliances: The Infrastructure For Climate Stewardship Posted by Amelia Miazad (University of California at Davis), on Friday, December 15, 2023 Tags: Climate change, climate risk, ESG, investor stewardship, investors Securities and Derivative Litigation: Quarterly Update Posted by Joni Jacobsen, Stuart Steinberg, and Melanie MacKay, Dechert LLP, on Saturday, December 16, 2023 Tags: derivative litigation, […]
Click here to read the complete postA Review of the 2023 Proxy Season: An E&S Backlash?
Over the last several years, companies, shareholders and regulators have focused increasing attention on three areas of investment risk: environmental, social and governance (ESG). While these risks are not strictly financial, investors have increasingly come to expect companies to address the ways in which these matters impact their businesses and the mitigation plans—if any—companies expect […]
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Posted in Practitioner Publications
Tagged anti-ESG, E&S, ESG, Shareholder
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The Carrot and the Stick: Bank Bailouts and the Disciplining Role of Board Appointments
Despite the well-publicized negative effect of bailouts on ex ante incentives, it is often practically infeasible for governments to avoid bailing out failing banks, especially if many banks fail together, i.e., in the presence of systemic risk. However, bailouts are costly, as they are also associated with both ex ante and ex post moral hazard. […]
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Posted in Academic Research
Tagged Bailouts, bank recapitalization, board appointments, Capital Purchase Program, dividend payments, Dividends, TARP
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Why We Still Need the SEC’s Climate-Related Disclosures Rule
Companies face growing financial risks from climate change. Around the world, investors are demanding more consistent, comparable, and reliable information about these risks so that they can make informed investment decisions. Regulators are listening. In March 2022, the Securities and Exchange Commission (SEC) proposed a rule that would require public companies to include in certain […]
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Posted in Academic Research
Tagged Climate, climate and energy policy, Climate Disclosure, SEC, TCFD
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Preparing for Year Two of Pay versus Performance Disclosures
Introduction The SEC’s final Pay versus Performance (PVP) disclosure rules were issued on August 25, 2022. Given the number of implementation issues that were raised as companies struggled to comply with the new rules, the SEC staff issued several Compliance and Disclosure Interpretations (CDIs) to clarify the disclosure requirements: fifteen CDIs were issued on February […]
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Posted in Practitioner Publications
Tagged Compliance and disclosure interpretation, Disclosure, pay versus performance, PVP Disclosure, SEC
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Evolving Notions of Board Effectiveness
BOARD EFFECTIVENESS – TRADITIONAL APPROACHES Maximizing board effectiveness has been an ongoing and somewhat elusive corporate governance objective for U.S. corporate boards, executives and stockholders. While the board’s role in governance is well understood, the performance and outcomes of individual boards in terms of oversight, strategic input, advice to management and maximizing shareholder value, among […]
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Posted in Practitioner Publications
Tagged Board composition, Board culture, board effectiveness, Board leadership, Board performance
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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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