Harvard Law School Program on Corporate Governance
 @HarvardCorpGov

We seek to foster research and scholarship about corporate governance and facilitate discourse in this field among academics, practitioners, and policy-makers.

 Cambridge, MA
corpgov.law.harvard.edu/
Joined June 2009
Nasdaq Proposes Stricter Initial and Continued Listing Standards, corpgov.law.harvard.edu/2025… #corpgov

Nasdaq Proposes Stricter Initial and Continued Listing Standards

Key Takeaways Nasdaq proposed changes to its initial and continued listing standards, including a US$15 million minimum market value of public float for new listings under the net income standard and...

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Recent Updates on Section 220 Demands: What Changed, What Hasn’t, and How to Respond, corpgov.law.harvard.edu/2025… #corpgov

Recent Updates on Section 220 Demands: What Changed, What Hasn’t, and How to Respond

One of the biggest changes in Delaware litigation over the past decade has been the increased usage of books and records demands under Section 220 of the Delaware General Corporation Law (“DGCL”) and...

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2025 Annual Stewardship Report, corpgov.law.harvard.edu/2025… #corpgov

2025 Annual Stewardship Report

Approach to Investment Stewardship Dimensional supports stronger governance practices at the companies in which we invest on behalf of our clients because we believe it can improve returns for...

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Constant Campaign: Retail Engagement in Sunny Days, corpgov.law.harvard.edu/2025… #corpgov

Constant Campaign: Retail Engagement in Sunny Days

A quiet revolution is unfolding in the worlds of proxy voting, corporate governance and investor communications. So-called ‘pass-through’ voting programs, rolled out by large asset managers, are...

corpgov.law.harvard.edu
Deciphering Rule 14a-8 and Chair Atkins’ Recent Remarks, corpgov.law.harvard.edu/2025… #corpgov

Deciphering Rule 14a-8 and Chair Atkins’ Recent Remarks

If you follow legal news, you’ve no doubt seen the many alerts, blogs and articles with splashy headlines about Rule 14a-8 of the Securities Exchange Act of 1934. Although corporate governance...

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2025 Executive Perquisites Report, corpgov.law.harvard.edu/2025… #corpgov

2025 Executive Perquisites Report

EXECUTIVE SUMMARY FW Cook’s inaugural 2025 Executive Perquisites Report analyzes the prevalence and value of perquisites (or “perks”) at S&P 100 companies from 2021 to 2024, focusing on Chief...

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SB 21’s § 144 and Controlling Stockholders: Back to the Future?, corpgov.law.harvard.edu/2025…§-144-and-controlling-stockholders-back-to-the-future/ #corpgov

SB 21’s § 144 and Controlling Stockholders: Back to the Future?

Delaware’s SB 21 has been in place for several months.  By most accounts, no part of the sky has fallen.  SB 21’s correction of the Supreme Court’s Match decision―by restoring what many considered...

corpgov.law.harvard.edu
Mapping Corporate Climate Commitments: Aligning Business Action with Global Climate Goals, corpgov.law.harvard.edu/2025… #corpgov

Mapping Corporate Climate Commitments: Aligning Business Action with Global Climate Goals

Corporate climate ambition is rising—but how aligned are targets with global goals? Discover regional and sector trends in GHG reduction commitments ahead of COP30. The third round of Nationally...

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Data and Insights on Corporate Governance Developments and Important Trends in Proxy Voting, corpgov.law.harvard.edu/2025… #corpgov

Data and Insights on Corporate Governance Developments and Important Trends in Proxy Voting

Highlights from the 2025 proxy season We provide data on ownership and voting by retail and institutional segments of investors, across the major proposal types, showing the trends over a 5-year...

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Ready for the Deal: Transaction Readiness in Turbulent Times, corpgov.law.harvard.edu/2025… #corpgov

Ready for the Deal: Transaction Readiness in Turbulent Times

Benchmarking transaction readiness After intense speculation in the third quarter of 2024, many industry watchers predicted 2025 would usher in a wave of successful IPOs—finally reviving the public...

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2025 U.S. Board Index, corpgov.law.harvard.edu/2025… #corpgov

2025 U.S. Board Index

In a complex business environment, board composition continues to evolve, with boards now showing a greater preference for directors who have seasoned experience. For the past 40 years, our firm has...

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Mapping the Managerial Talent Market Through Peer Networks, corpgov.law.harvard.edu/2025… #corpgov

Mapping the Managerial Talent Market Through Peer Networks

Every year, public companies list a set of “peer” firms in their proxy statements to benchmark top executive pay. These compensation peer group disclosures might seem routine, but they contain rich...

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Director Data Requests – The Line Between Oversight and Management, corpgov.law.harvard.edu/2025… #corpgov

Director Data Requests – The Line Between Oversight and Management

Summary The “expertization” of directors as relates to specialized domains, including, among others, cybersecurity, data privacy, ESG and regulatory compliance, as well as recent case law potentially...

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2025 Top 250 Annual Incentive Plan Report, corpgov.law.harvard.edu/2025… #corpgov

2025 Top 250 Annual Incentive Plan Report

EXECUTIVE SUMMARY FW Cook’s 2025 Annual Incentive Plan Report provides a comprehensive review of the annual incentive plans of the top 250 largest companies in the S&P 500 by market capitalization....

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Securities Law Update, corpgov.law.harvard.edu/2025… #corpgov

Securities Law Update

This issue contains updates and important reminders on: Risk Factor and Management’s Discussion and Analysis considerations for upcoming Form 10-Q filings Filer status transition for Smaller Report...

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Policy Survey Shows a Shifting Stewardship Landscape, and Diverging Investor Views Across Regions, corpgov.law.harvard.edu/2025… #corpgov

Policy Survey Shows a Shifting Stewardship Landscape, and Diverging Investor Views Across Regions

Key Takeaways: 85 percent of investors and 76 percent of non-investors say they do not base governance votes solely on financial performance. With Texas and Nevada amending their laws to attract more...

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2025 U.S. Compensation Post-Season Review: Strong Investor Support Despite Record CEO Pay, corpgov.law.harvard.edu/2025… #corpgov

2025 U.S. Compensation Post-Season Review: Strong Investor Support Despite Record CEO Pay

Key Takeaways CEO pay is at an all-time high with the median S&P 500 CEO pay of $16.4 million and 11% increase from the previous year for Russell 3000, driven largely by increases in long-term...

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Insider Trading Against the Corporation, corpgov.law.harvard.edu/2025… #corpgov

Insider Trading Against the Corporation

Corporate executives and directors are legally allowed to sell their shares directly back to their corporation, rather than selling them in the open market.  What is most interesting and most unusual...

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Caremark Claim Survives Board’s Delay in Ending Illegal Practices, corpgov.law.harvard.edu/2025… #corpgov

Caremark Claim Survives Board’s Delay in Ending Illegal Practices

In Brewer v. Turner (Sept. 29, 2025) (“Regions”), the Delaware Court of Chancery declined, at the pleading stage of litigation, to dismiss a Caremark claim brought against directors of Regions...

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Insider Trading Policies: A Survey of Recent Filings, corpgov.law.harvard.edu/2025… #corpgov

Insider Trading Policies: A Survey of Recent Filings

White & Case’s US Public Company Advisory Group has conducted its second annual survey of publicly filed insider trading policies to assess trends with respect to insider trading policy terms....

corpgov.law.harvard.edu
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