1. Articles from corpgov.law.harvard.edu

  2. 1-24 of 318 1 2 3 4 ... 12 13 14 »
    1. What the Volume and Diversity of Comment Letters to the SEC Say About its Climate Proposal

      What the Volume and Diversity of Comment Letters to the SEC Say About its Climate Proposal

      The Securities and Exchange Commission presents its new climate proposal as a modest evolution in its longstanding rules requiring environmental disclosure. While supporters echo that pitch, most recognize the proposal as a large leap beyond the SEC’s traditional focus on material financial matters. Who has the better of it may be inferred from the breadth of comments the SEC’s proposal received during the three-month comment period that ended June 17...

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      Mentions: The SEC Rules SEC
    2. Chancery Court Accepts “Novel Theory” of Liability for Directors

      Chancery Court Accepts “Novel Theory” of Liability for Directors

      In Garfield v. Allen (May 24, 2022), the Delaware Court of Chancery accepted, “with admitted trepidation,” what it called a “novel theory” advanced by the plaintiff—namely, that a corporation’s directors may have breached their fiduciary duties to the stockholders by failing to reverse equity compensation awards made to the CEO after the board became aware, via the plaintiff’s litigation demand letter, that the awards violated a limitation set forth in the company’s equity compensation plan...

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    3. 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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    4. Proposal on Climate-Related Disclosures Falls Within the SEC’s Authority

      Proposal on Climate-Related Disclosures Falls Within the SEC’s Authority

      Congress, having made a fundamental policy judgment to require “full and fair” disclosure to protect investors, directed the Commission to make ongoing subsidiary choices of precisely what details of disclosure to require and when, after engaging in fact-finding and analysis that Congress chose not to try to do itself...

       

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      Mentions: SEC
    5. Policy Insights on Executive Compensation

      Policy Insights on Executive Compensation

      Executive compensation is one of the fundamental principles of Vanguard’s Investment Stewardship program. We believe that well-structured, transparent, performance-linked executive compensation policies and practices are fundamental drivers of sustainable, long-term value. We encourage portfolio companies to adopt pay plans that incentivize outperformance versus industry peers over the long term, aligning executive compensation outcomes with shareholder outcomes...

       

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    6. California Gender Board Diversity Law Is Held Unconstitutional

      California Gender Board Diversity Law Is Held Unconstitutional

      On May 13, 2022, Los Angeles Superior Court Judge Maureen Duffy-Lewis issued a ruling in Crest v.Padilla I finding that California Corporations Code Section 301.3 (SB 826), which requires publicly listed corporations in California to have women on their boards, violates the Equal Protection Clause of the California Constitution...

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    7. Fortune 500 General Counsel Report

      Fortune 500 General Counsel Report

      In 2021, 59 Fortune 500 companies appointed new General Counsels. Russell Reynolds Associates wanted to study what differentiates those 59 new hires from past appointees. To do so, RRA captured the route to the top of General Counsels in the Fortune 500 (N=480), including those appointed last year (N=59), with a particular focus on diversity, career trajectory, and key experiences...

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    8. CEO Pay Proposals Face Growing Investor Disapproval

      CEO Pay Proposals Face Growing Investor Disapproval

      For many companies, 2021 signaled a return to normal business after the COVID-19 pandemic upended the economy and significantly disrupted financial forecasts established at the beginning of 2020. Given the difficulty in meeting financial targets set under short- and long-term incentive plans, CEO pay levels remained essentially flat in FY2020 for both S&P 500 and Russell 3000 (excl. S&P 500) companies...

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      Mentions: AMP economy CEO Pay
    9. 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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    1-24 of 318 1 2 3 4 ... 12 13 14 »
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