1. Articles from corpgov.law.harvard.edu

  2. 1-24 of 92 1 2 3 4 »
    1. On the Purpose and Objective of the Corporation

      On the Purpose and Objective of the Corporation

      As we approach the first anniversary of the Business Roundtable’s abandonment of shareholder primacy and embrace of stakeholder governance, and the fourth anniversary of our development for the World Economic Forum of The New Paradigm: A Roadmap for an Implicit Corporate Governance Partnership Between Corporations and Investors to Achieve Sustainable Long-Term Investment and Growth, we thought it useful to consider in broader context the key issues of corporate governance and investor stewardship today...

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    2. Legal Liability for ESG Disclosures

      Legal Liability for ESG Disclosures

      Corporate Social Responsibility and Environmental, Social & Governance (ESG) issues have become increasingly important over the past few years, and evaluating a company’s ESG disclosures has become a key tool used by many investors in making investment and engagement decisions. Many companies are, with increasing frequency, publishing ESG reports on their websites and incorporating ESG disclosure into mandatory filings with the U.S. Securities and Exchange Commission...

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    3. NYC Comptroller’s Boardroom Accountability 3.0 Results

      NYC Comptroller’s Boardroom Accountability 3.0 Results

      This spring, New York City Comptroller Scott Stringer and the New York City Retirement Systems (NYCRS) announced the successful initial results of Boardroom Accountability Project 3.0. Building on the “Rooney Rule” pioneered by the National Football League (NFL), Boardroom 3.0 calls on major companies to adopt search policies requiring the consideration of women and racially/ethnically diverse candidates for board directors and chief executive officers (CEOs)...

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      Mentions: Investment CFO Hilton
    4. Say on Pay and the Effects of the CEO Pay Ratio: Key Findings From the 2020 Proxy Season

      Say on Pay and the Effects of the CEO Pay Ratio: Key Findings From the 2020 Proxy Season

      With the 2020 proxy season now concluded, thousands of U.S. public companies have filed their proxy statements highlighting key trends with regards to their governance practices. Among the many trends captured from this year’s proxy season are those related to Say on Pay and the CEO Pay Ratio. In this post, Equilar analyzes Say on Pay voting results and the effects of the CEO Pay Ratio on Say on Pay among Equilar 500 companies—the 500 largest U.S. public companies by revenue...

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    5. Investors Continue To Deserve More: From Boards And Courts On Mutual Fund Fees

      Investors Continue To Deserve More: From Boards And Courts On Mutual Fund Fees

      American investors pay $100 billion every year in mutual fund fees. These fees are deducted from their savings and reduce future investment returns. Over 20 years, the compounded drag on investment returns is well into the trillions, which begs the question: Is even one dollar of these fees “excessive” under the fiduciary standards of the Investment Company Act?...

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    6. Human Capital: Key Findings from a Survey of Public Company Directors

      Human Capital: Key Findings from a Survey of Public Company Directors

      The focus on human capital and talent in corporate governance is intensifying, as more stakeholders—led by large institutional investors—seek to understand how companies are integrating human capital considerations into the overarching strategy to create long-term value. After all, a company’s intangible assets, which include human capital and culture, are now estimated to comprise a significant portion of a company’s market value...

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    7. Friend or Foe? The Convergence of Private Equity and Shareholder Activism

      Friend or Foe? The Convergence of Private Equity and Shareholder Activism

      The lines between shareholder activist strategies and traditional private equity strategies are starting to become blurred.

      Historically, private equity firms have adhered to the “rules of the road” set out by companies looking to explore strategic alternatives or realise monetisation events for their equity holders...

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    8. Key Issues for Directors Relating to COVID-19

      Key Issues for Directors Relating to COVID-19

      As the world reacts to the COVID-19 pandemic, directors on corporate boards play a vital role in navigating the path forward. Key issues facing corporate directors include:

      1. Maintaining close contact with the CEO and working with management to ensure the safety and well-being of the company’s employees and other stakeholders as well as the public at large...
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    9. Reforms to Board Composition and Independence and Climate Competent Governance

      Reforms to Board Composition and Independence and Climate Competent Governance

      Climate change poses systemic risks to the global financial system and specific risks to financial institutions with exposure to the fossil fuel sector. JPMorgan Chase (“JPM”), the largest US bank, is by far the largest global lender and underwriter to the fossil fuel sector, providing nearly $196 billion in lending and underwriting in the three years (2016-2018) since the Paris Agreement was adopted in 2015...

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    10. 2020 Governance Outlook

      2020 Governance Outlook

      Today, the accelerating pace and intensifying complexity of change are creating a fundamentally different operating reality that is putting the competitiveness and governance of many businesses to the test. NACD’s most recent Public Company Governance Survey found that looking forward to 2020, directors are most concerned about the impact of growing business-model disruptions, the slowing global economy, increased competition for talent, changing cybersecurity threats, and rapid technology changes...

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    11. The Economics of Shareholder Proposal Rules

      The Economics of Shareholder Proposal Rules

      As I explain below, the Economic Analysis does not provide an acceptable basis for SEC rulemaking in this area. The Economic Analysis fails to adequately analyze the costs and benefits of the proposed rule, as well as its effects on efficiency, competition and capital formation; overlooks significant effects and issues; and does not use evidence that is available or could be obtained...

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    12. Board Composition and Shareholder Proposals

      Board Composition and Shareholder Proposals

      Institutional investors and proxy advisory firms have paid increasing attention to the number of corporate boards on which directors serve. During the 2019 proxy season, 5.8% of directors received support levels below 80%, the highest rate in nine years, which can largely be attributed to investors’ changes to, and enforcement of, their overboarding policies...

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    13. Public Company vs. JV Governance

      Public Company vs. JV Governance

      The governance of public companies is profoundly important. Thirty years ago, CalPERS, a major institutional investor and leading corporate governance advocate, argued that corporate governance was “the grain in the balance that makes the difference between wallowing for long and perhaps fatal periods in the depths of the performance cycle, and responding quickly to correct the corporate course.” Time and again, research has borne out the link between good governance and strong shareholder returns...

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    14. Letter by SEC Commissioner Robert J. Jackson, Jr. to Congresswoman Maloney

      Letter by SEC Commissioner Robert J. Jackson, Jr. to Congresswoman Maloney

      Dear Chair Maloney:

      Thank you for your July 15 letter regarding my research on the need for transparency in corporate political spending—and your leadership in urging the SEC to ensure that our rules protect American families who invest in public companies that spend investor money on politics. I very much appreciate the opportunity to share further details on this work...

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    15. Board Pay Under the Microscope

      Board Pay Under the Microscope

      Director pay programs are under greater scrutiny, and S&P 500 companies are striving to anticipate and adapt to this significant change. Compensation limits are at the forefront of this keen interest, with advisory firms Institutional Shareholder Services and Glass Lewis, and shareholders, becoming more vocal and taking direct action. This activism is framed by trends that include avid internal and external interest in board diversity and a shift in board compensation with greater emphasis on equity than on cash pay...

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    16. Fall of the Ivory Tower: Controlled Companies and Shareholder Activism

      Fall of the Ivory Tower: Controlled Companies and Shareholder Activism

      Despite longstanding complaints about governance and the tyranny of a few who may or may not hold a meaningful economic interest in the company they founded and/or now control, investors have continued to allocate to controlled or quasi-controlled companies. What has changed is that minority shareholders are no longer content to sit quietly and go along for the ride, increasingly demonstrating they are willing to pull on the few levers of activism and change available at these companies...

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    17. Loosey-Goosey Governance: Four Misunderstood Terms in Corporate Governance

      Loosey-Goosey Governance: Four Misunderstood Terms in Corporate Governance

      We recently published a paper on SSRN (“Loosey-Goosey Governance: Four Misunderstood Terms in Corporate Governance”) that examines four central concepts that are widely discussed—even foundational to the problem—but loosely defined and poorly understood. A reliable corporate governance system is considered to be an important requirement for the long-term success of a company...

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    18. Recent Trends in Shareholder Activism

      Recent Trends in Shareholder Activism

      Shareholder activism remains pervasive in the corporate landscape, as many companies continue to face new, and sometimes more sophisticated, activist situations. Recent activism-related trends indicate that the landscape is continually shifting, and companies’ strategies for dealing with activism should therefore also evolve and adapt...

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    19. Climate in the Boardroom

      Climate in the Boardroom

      The world’s largest asset managers BlackRock and Vanguard control the largest blocks of shares in nearly every publicly traded firm in the U.S. The pattern of ownership is seen in the energy and utility industries, and across the companies at which there were critical climate votes in 2019 (see Figure 13). The two asset managers were both in the top five common stock shareholders at all 28 companies with critical climate resolutions...

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    1-24 of 92 1 2 3 4 »
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