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Program on Corporate Governance Advisory Board
- Peter Atkins
- David Bell
- Kerry E. Berchem
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HLS Faculty & Senior Fellows
Author Archives: Victoria Sidoti
Recent Trends in Board Composition and Refreshment in the Russell 3000 and S&P 500
Independent Director Experience Qualifications and Skills While business strategy is the most cited experience for directors, the share of board members whom companies report as having such expertise continues to decline. In the S&P 500, the percentage of directors with such experience—as reported in the proxy statement or other disclosure documents—declined from 70 percent in […]
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Posted in Practitioner Publications
Tagged Board composition, board diversity, Director qualifications, directors, Russell 3000, S&P 500
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Preparing your 2023 Form 20-F
What’s new for the 2023 Form 20-F Cybersecurity In July 2023, the SEC adopted final rules that mandate cybersecurity incident and risk management disclosures for public companies. These final rules require FPIs to make annual disclosures on Form 20-F to describe the company’s (i) processes to assess, identify and manage cybersecurity risks, (ii) board oversight of such […]
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Posted in Practitioner Publications
Tagged Cybersecurity, Disclosure, FPIs, SEC
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SEC’s SolarWinds complaint Demonstrates Regulator’s Aggressive Enforcement on Cybersecurity
Introduction Recently, the Securities and Exchange Commission (“SEC”) filed a complaint in the Southern District of New York against the SolarWinds Corporation, a network and infrastructure management company, and also named the company’s Chief Information Security Officer as an individual in the action. The SEC’s complaint alleges that the defendants defrauded investors and customers through […]
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Posted in Practitioner Publications
Tagged Cybersecurity, Disclosure, litigation, New York, SEC, SolarWinds
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2023 Climate Disclosures in the Russell 3000 and S&P 500
Climate Risk Disclosure Are on the Rise but Remain the Domain of Large Companies and Regulated Industries Climate risk disclosures increased in 2022 from the previous year, with S&P 500 companies still the most likely to disclose; specifically, 60% of companies in the Russell 3000 Index still did not report climate risk in 2022, compared […]
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Posted in Practitioner Publications
Tagged Climate change, Climate Risk Disclosure, Russell 3000, S&P 500
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Market Response to Racial Uprisings
In 2020, the Black Lives Matter (BLM) movement gained significant traction in the United States following the killing of George Floyd. The movement, which resulted in the largest sustained protest in U.S. history, sparked numerous debates about the role of policing in the U.S. and how it intersects with systemic racism (New York Times, 2020). […]
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Posted in Academic Research
Tagged BLM, police, racial, stock
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2024 Benchmark Policy Guidelines – US
Guidelines Introduction Summary of Changes for 2024 Glass Lewis evaluates these guidelines on an ongoing basis and formally updates them on an annual basis. This year we’ve made noteworthy revisions in the following areas, which are summarized below but discussed in greater detail in the relevant section of this document:
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Posted in Practitioner Publications
Tagged board, Climate, Cyber-risk, Diversity, Environment, social issues
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Taking Personhood Seriously in Corporate Law
The evolution of corporate law is tied to developments, or often shocks, in the broader social and legal landscape. A well-recognized example is the 1980s hostile takeover era, as summarized by Delaware Chancellor William Allen: “the secure ground upon which the accepted suppositions of corporation law had been premised[, up to the late 1970s, had […]
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Posted in Academic Research
Tagged corporate law, Delaware law, personhood, Twitter
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When Bill Rolls Off: Continuity and Change on Corporate Boards
Over the last decade, there has been a major push to diversify corporate boards. For example, the proportion of women directors of firms in the S&P 500 index rose from around 10% in 2000 to over 30% in 2023. It is also well-established that larger firms have more women directors than smaller ones.We study where […]
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Posted in Academic Research
Tagged board construction, corporate boards, directors, Diversity
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Ousted
In an era of “founder-friendly” startup governance, dual-class stock, and technology companies dominating public markets, founder-CEOs are both admired as visionaries and feared as potential governance problems. The entrenchment of founder-CEOs’ control via dual and multi-class stock sparks concern over possible agency costs and insufficient accountability for poor performance, which leads to suspicion that these […]
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Posted in Academic Research
Tagged CEOs, Controlling shareholders, Dual-class stock, Founders, Multi-class stock, Startups
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