1. Articles from The Harvard Law School Forum on Corporate Governance

    1-24 of 78 1 2 3 4 »
    1. The Enhancement and Standardization of Climate-Related Disclosures for Investors

      The Enhancement and Standardization of Climate-Related Disclosures for Investors

      This post overviews a comment letter that was submitted to the SEC by Mr. Strine and five other academics and practitioners. Related research from the Program on Corporate Governance includes The Illusory Promise of Stakeholder Governance (discussed on the Forum here ) and For Whom Corporate Leaders Bargain (discussed on the Forum here ), both by Lucian A. Bebchuk and Roberto Tallarita; Stakeholder Capitalism in the Time of COVID (discussed on the Forum here ), by Lucian Bebchuk, Kobi Kastiel, and Roberto Tallarita; Restoration: The Role Stakeholder Governance Must Play in Recreating a Fair and Sustainable American Economy – A Reply to Professor Rock ...

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    2. Board Gender Diversity

      Board Gender Diversity

      To understand market-specific challenges and equip companies with best practices for diversifying boards, we recently conducted an engagement campaign with portfolio companies in markets that have relatively high or low representation of women directors compared to their economic and regional peers. What follows are insights and best practices identified in these engagements...

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    3. Does Enlightened Shareholder Value Add Value?

      Does Enlightened Shareholder Value Add Value?

      Unlike shareholder value maximization (SV), which calls on corporate leaders to maximize shareholder value, enlightened shareholder value (ESV) combines this prescription with guidance to consider stakeholder interests in the pursuit of long-term shareholder value maximization. In a forthcoming article we recently placed on SSRN, Does Enlightened Shareholder Value Add Value?, we show that replacing SV with ESV should not be expected to benefit stakeholders or society...

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    4. SEC 2022 Examination Priorities

      SEC 2022 Examination Priorities

      Ranah Esmaili is partner, Victoria Anglin is managing associate, and Marie Fang is an associate at Sidley Austin LLP. This post is based on a Sidley memorandum by Ms. Esmaili, Ms. Anglin, Ms. Fang, Chuck Daly , Laurin Blumenthal Kleiman , and Elizabeth Shea Fries . On March 30, 2022, the U.S. Securities and Exchange Commission (SEC) Division of Enforcement (EXAMS or Division) issued its annual examination priorities...

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    5. Proposed SEC Cyber Rules: A Game Changer for Public Companies

      Proposed SEC Cyber Rules: A Game Changer for Public Companies

      One month prior to their March 9th announcement, the SEC released their proposed cyber rules specifically for registered investment advisers and registered investment funds. They have now turned their attention to public reporting companies and are proposing regulatory changes to cyber incident reporting, cyber risk management and cyber governance...

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    6. The Rise of Bankruptcy Directors

      The Rise of Bankruptcy Directors

      Jared Ellias is Professor of Law and Bion M. Gregory Chair in Business Law at the University of California Hastings Law School; Ehud Kamar is Professor of Law at Tel Aviv University Buchmann Faculty of Law; and Kobi Kastiel is Associate Professor of Law at Tel Aviv University, and Lecturer on Law at Harvard Law School. This post is based on their recent paper , forthcoming in the Southern California Law Review...

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    7. ISS 2022 U.S. Policy Updates

      ISS 2022 U.S. Policy Updates

      On December 7, 2021, Institutional Shareholder Services (ISS) published updates to its U.S. benchmark proxy voting policies. Unless specified otherwise, the new policies are applicable to all U.S. company meetings held on or after February 1, 2022. This year, ISS’s key policy updates relate to the issues of board composition and board accountability...

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    8. Silicon Valley and S&P 100: A Comparison of 2021 Proxy Season Results

      Silicon Valley and S&P 100: A Comparison of 2021 Proxy Season Results

      In the 2021 proxy season, 143 of the technology and life sciences companies included in the Fenwick – Bloomberg Law Silicon Valley 150 List (SV 150) and 99 of the companies in the Standard & Poor’s 100 (S&P 100) held annual meetings that typically included voting for the election of directors, ratifying the selection of auditors of the company’s financial statements and voting on executive officer compensation (“say-on-pay”). Annual meetings will often also include voting on ...

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    9. Death by Committee? An Analysis of Corporate Board (Sub-) Committees

      Death by Committee? An Analysis of Corporate Board (Sub-) Committees

      There is a long history of governance reforms that target corporate boards by mandating specific committee structures and director-type requirement. The Securities and Exchange Commission and the New York Stock Exchange first advocated for separate audit committees following the McKesson & Robbins scandal of 1938...

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    10. What Is CEO Overconfidence? Evidence from Executive Assessments

      What Is CEO Overconfidence? Evidence from Executive Assessments

      Steven N. Kaplan is the Neubauer Family Professor of Entrepreneurship and Finance at the University of Chicago Booth School of Business; Morten Sorensen is Associate Professor of Finance at Dartmouth University Tuck School of Business; and Anastasia Zakolyukina is Associate Professor of Accounting at the University of Chicago Booth School of Business. This post is based on their recent paper , forthcoming in the Journal of Financial Economics...

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    11. Investor Behavior in the 2021 Proxy Season

      Investor Behavior in the 2021 Proxy Season

      Dan Konigsburg is Global Corporate Governance Leader, Sharon Thorne is Deloitte Global Board Chair, and Stephen Cahill is Vice Chairman, Deloitte LLP. This post is based on their Deloitte memorandum. Introduction Today, a climate of dynamic, shifting expectations among investors is changing the corporate landscape. Investors are stepping up their engagement and raising their voices through policy and voting as they seek to influence corporate policies, mindsets and activities...

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    12. BlackRock’s Recent Move Could Benefit Shareholder Activists in Election Contests

      BlackRock’s Recent Move Could Benefit Shareholder Activists in Election Contests

      On October 7, 2021, BlackRock, the world’s largest asset management firm, announced that it has launched an initiative to provide its institutional clients, such as pensions and endowments, the opportunity to make their own voting decisions on proxy matters tied to their investments...

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    13. Corporate Board Practices in the Russell 3000, S&P 500, and S&P Mid-Cap 400

      Corporate Board Practices in the Russell 3000, S&P 500, and S&P Mid-Cap 400

      The analysis is based on recently filed proxy statements and complemented by the review of organizational documents (including articles of incorporation, bylaws, corporate governance principles, board committee charters, and other corporate policies made available in the Investor Relations section of companies’ websites)...

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    1-24 of 78 1 2 3 4 »
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