Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation

Uptick in Restructurings May Outlast COVID-19 Pandemic

The COVID-19 pandemic has caused massive disruption across the globe, resulting in a significant uptick in U.S. restructuring activity. According to AACER, a database of U.S. bankruptcy statistics, an estimated 7,128 business bankruptcies were filed in 2020, representing a 29% increase over the same period last year. Although Chapter 11 filings increased in 2020, many […]

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HLS Forum Sets Several New Records in 2020

The operations of the Harvard Law School Forum on Corporate Governance during 2020 set several new records. During this year, in which the Forum published more than 950 posts, the Forum: Attracted more than 200,000 unique readers a month (an increase of 48% compared to 2019). Attracted more than 3.6 million page views (an increase […]

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Corporations Should Reconsider the Value of Their Political Action Committees

The fallout from the storming of the Capitol building on January 6, 2020 by organized groups of militant and militarized Trump supporters at the behest of the President himself has been widespread, and there has been a backlash by corporate America. Scores of major corporations were quick to restrain or press the “pause” button on […]

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The Future of the Virtual Board Room

Since the beginning of the COVID-19–induced lockdowns, there has been no shortage of experts forecasting drastic shifts in the way that work gets done—including the work of the board. In the second half of the year, NACD surveyed 749 directors to better understand the impact of COVID-19 on corporate governance. Although there were initial challenges […]

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ESG Disclosures

Earlier this week, the U.S. Securities and Exchange Commission (SEC) announced the appointment of Satyam Khanna as its Senior Policy Advisor for Climate and ESG. Mr. Khanna will advise the agency on environmental, social, and governance matters and advance related new initiatives across the SEC’s offices and divisions. In addition to prior positions with the […]

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SEC Issues Guidance in Light of Ongoing Surge in SPAC IPOs

Last year, in particular the second half of the year, saw a vibrant market for initial public offerings (“IPOs”) of special purpose acquisition companies (“SPACs”). Coming out of this surge in SPAC offerings, the Division of Corporation Finance of the Securities and Exchange Commission (the “Staff”) published new disclosure guidance on December 22, 2020.  With […]

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New Human Capital Disclosure Requirements

Effective November 9, 2020, the Securities Exchange Commission (SEC) issued final rules that modernized the requirements of Regulation S-K applicable to disclosure of the description of the business (Item 101), legal proceedings (Item 103) and risk factors (Item 105). The new rules require companies to greatly expand their human capital management disclosure using a principles-based […]

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Private Equity – Year in Review and 2021 Outlook

2020 was a tale of two halves: during the first half of the year, global private equity deal volume fell precipitously, declining more than 20% relative to the same period in 2019; in the second half of the year, private equity dealmaking roared back to life, ending the year at approximately $582 billion, its highest […]

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Incentive Design Changes in Response to COVID-19: Russell 3000

Sample Overview N = 234 Russell 3000 Companies

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SEC Adopts Revised Investment Adviser Marketing Rule

On December 22, 2020, the Securities and Exchange Commission (the “SEC”) adopted amendments to modernize and consolidate Rule 206(4)-1 (“Advertising Rule”) and Rule 206(4)-3 (“Solicitation Rule”) under the Investment Advisers Act of 1940 (“Advisers Act”). The amendments are intended to modernize the existing rules governing investment adviser advertising and payments to solicitors, which have not […]

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