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Program on Corporate Governance Advisory Board
- Peter Atkins
- David Bell
- Kerry E. Berchem
- Richard Brand
- Daniel Burch
- Paul Choi
- Jesse Cohn
- Arthur B. Crozier
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino
- Steven J. Williams
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
How Boards Can Prepare for Unplanned Catastrophic Events
Corporate boards have a fiduciary responsibility to manage risk, especially against major events that could overwhelm an organization and devastate shareholders’ investments. The Covid-19 pandemic has forced new attention on board’s responsibilities. It’s tempting to call this pandemic a black swan, a calamity so unexpected that companies could not have prepared for it. But experts […]
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Posted in Boards of Directors, Executive Compensation, Financial Crisis, Practitioner Publications
Tagged Board communication, Board leadership, Boards of Directors, Executive Compensation, Fiduciary duties, Financial crisis, Management, Risk management
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Remarks by Commissioner Peirce on The Role of Asset Management in ESG Investing
Thank you, John [Gulliver] and thanks Hal [Scott] for inviting me to be part of this forum. It is a pleasure to be here with you all today. The views I express are my own and do not necessarily represent those of the Commission or my fellow Commissioners. For that matter, they may not represent […]
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Posted in ESG, Institutional Investors, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Asset management, ESG, Institutional Investors, SEC, Securities regulation, Stakeholders
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SEC Expands Definition of “Accredited Investor”
On August 26, 2020, the Securities and Exchange Commission (the “SEC”) adopted amendments to the definition of “accredited investor” in Rule 501(a) of Regulation D under the Securities Act of 1933 (“Securities Act”), which expand the category of investors eligible to participate in private offerings under Regulation D. The amendments create new categories of accredited […]
Click here to read the complete postWeekly Roundup: September 11–17, 2020
SEC Changes Rules Affecting Risk Factors, Litigation and Disclosures by US Public Companies Posted by Valerie Ford Jacob, Pamela Marcogliese and Michael Levitt, Freshfields Bruckhaus Deringer LLP, on Friday, September 11, 2020 Tags: Disclosure, Environmental disclosure, Form 10-K, Form 10-Q, Human capital, Risk disclosure, SEC, SEC rulemaking, Securities litigation, Securities regulation What to Do About Annual Incentive Plans in the Pandemic Posted by John Borneman, Blair […]
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Posted in Weekly Roundup
Tagged Weekly Roundup
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The Friedman Essay and the True Purpose of the Business Corporation
From a practical standpoint, the most significant part of the 1970 Milton Friedman essay in the New York Times was the headline: “The Social Responsibility Of Business Is to Increase its Profits.” For a half-century, that phrase has been used to summarize the essay, and alongside Friedman’s similar views in a 1962 treatise, also used […]
Click here to read the complete postFunding the Future: Investing in Long-Horizon Innovation
Executive Summary Effective long-term capital allocation is fundamental for innovating and creating value; investment in research and development (R&D) fuels this growth. Successful R&D can be transformational for an organization and for broader society. But while worldwide spending on R&D has slowly increased, R&D returns have been declining. What’s driving this decline? Emerging evidence suggests […]
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Posted in Comparative Corporate Governance & Regulation, Empirical Research, Practitioner Publications
Tagged Capital requirements, Incentives, Innovation, Long-Term value, R&D, Risk-taking, Shareholder value
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California Bill Requires Companies to Include Directors From Underrepresented Communities on their Boards
On August 30, 2020, the California State Legislature passed a new and unprecedented bill intended to promote greater diversity in corporate boardrooms. If signed into law by the governor, California’s Assembly Bill (AB) 979 would require each publicly held corporation whose principal executive offices are located in California to have a minimum number of directors […]
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Posted in Boards of Directors, ESG, Practitioner Publications
Tagged Board composition, Boards of Directors, California, Diversity, ESG, State law
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Lessons from Anthem-Cigna
In In re Anthem-Cigna Stockholders Litigation (Aug. 31, 2020), the Delaware Court of Chancery characterized the rise and fall of the proposed merger of equals of Cigna, Inc. and Anthem Corporation as a “corporate soap opera, [with] the members of executive teams at Anthem and Cigna play[ing] themselves [and] [t]heir battle for power span[ing] multiple […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Acquisition agreements, Anthem, Antitrust, Cigna, Hart-Scott-Rodino Act, Merger litigation, Mergers & acquisitions, Shareholder suits, Termination fees
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The Workforce Takes Center Stage: The Board’s Evolving Role
As organizations respond to recent events related to COVID-19 and social justice movements, many strategic businesses, operating, and investment plans for 2020 and beyond have become irrelevant, impracticable, or both. These events have challenged the status quo. As a result, for boards and managements, the ability to lead in highly adaptable and decisive ways is […]
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Posted in Boards of Directors, ESG, Practitioner Publications
Tagged Boards of Directors, Corporate culture, Corporate purpose, COVID-19, ESG, Human capital, Management, Risk oversight
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Boards Should Care More About Recent “Caremark” Claims and Cybersecurity
There have been several cases in the last two years relating to the landmark Caremark case that established the key precedent surrounding the role and performance of corporate director responsibilities and director liability when it comes to the exercise of risk oversight. In many of the cases, there is a clear roadmap for plaintiff’s attorneys and claims […]
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications
Tagged Board oversight, Boards of Directors, Caremark, Compliance and disclosure interpretation, Cybersecurity, Director liability, Liability standards, Oversight, Risk oversight
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