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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
Cyber Risk and the Corporate Response to COVID-19
As companies rapidly implemented remote work in response to the COVID-19 pandemic, they faced new security risks. Many will encounter additional threats as they reopen or move to hybrid environments. CRDN members met on July 2, 2020, to discuss how remote work has changed cyber risk and to consider how companies can mitigate those risks. […]
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Posted in Accounting & Disclosure, Practitioner Publications
Tagged COVID-19, Cybersecurity, Human capital, Risk management
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The Illusion Of Reasoning
The gentlemen do protest too much, we think—with apologies to William Shakespeare for abusing his fine words in Hamlet, Prince of Denmark. Lucian Bebchuk and Roberto Tallarita, both at Harvard, have joined fellow princes in academia (not a princess in sight) and, it seems, the Financial Times in a veritable onslaught on stakeholder capitalism over […]
Click here to read the complete postDelaware Chancery Court Clarifies the “Ab Initio” Requirement
In In re HomeFed Corp. Stockholder Litigation (“HomeFed”), the Delaware Court of Chancery considered on a motion to dismiss whether a squeeze-out merger by a controlling stockholder complied with the procedural framework set forth in Kahn v. M&F Worldwide Corp. (“MFW”). In MFW, the Delaware Supreme Court held that the business judgment rule—rather than the […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Boards of Directors, Business judgment rule, Delaware cases, Delaware law, Director liability, Liability standards, Merger litigation, Mergers & acquisitions, MFW, Special committees
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SEC Expands Population Eligible to Participate in Certain Private Offerings
The SEC yesterday [August 26, 2020] voted 3-2 to adopt amendments expanding the definition of “accredited investor,” with related expansions to the entity types that may qualify as “qualified institutional buyers” under Rule 144A. These changes, which will become effective sixty days after publication in the Federal Register, are part of the SEC’s broad ongoing project […]
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Posted in Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Accredited investors, Capital formation, FINRA, Institutional Investors, Investment Company Act, Investor protection, Private funds, SEC, SEC rulemaking
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Meaningful Communications with Stakeholders During COVID-19
As companies prepare to report another quarter of doing business in a pandemic, they have the benefit of drawing on the experiences and lessons learned from the last two quarters. It is important that companies reflect on the lessons learned and foresee what financial reporting issues may lie ahead, the accounting topics that are going […]
Click here to read the complete postExit vs. Voice
The American Revolution started with a boycott of English tea, and the boycott of Montgomery buses was a key event in the civil rights movement. Not only are boycotts integral to American history, but they are also a very popular form of political engagement: 38% of Americans are currently boycotting at least one company. Boycotts […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Corporate Social Responsibility, ESG, HLS Research, Institutional Investors
Tagged Corporate Social Responsibility, Engagement, Environmental disclosure, ESG, Exit, Institutional Investors, Mutual funds, Stakeholders, Sustainability
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Weekly Roundup: August 28–September 3, 2020
Renegotiating Deal Terms? Delaware Reminds Fiduciaries of Unremitting Duties Posted by Ian Nussbaum, Wendy Brenner, and Barbara Mirza, Cooley LLP, on Friday, August 28, 2020 Tags: Boards of Directors, Delaware cases, Delaware law, Merger litigation, Mergers & acquisitions, Minority shareholders, Negotiation, Special committees BRT Statement of Corporate Purpose: Debate Continues Posted by Randi Val Morrison, Society for Corporate Governance, on Friday, August 28, 2020 Tags: Accountability, Boards […]
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Tagged Weekly Roundup
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Evolving Executive Compensation Responses to the Global Pandemic
Pay Governance has written a significant number of Viewpoints detailing the impact of the global pandemic on existing executive compensation programs as well as the issues to be considered by management teams and compensation committees as they navigate these unprecedented times. One of our guiding principles is to “put everything on the table” to ensure […]
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Posted in Accounting & Disclosure, Boards of Directors, Executive Compensation, Practitioner Publications
Tagged Compensation committees, COVID-19, Executive Compensation, Firm performance, Incentives, Long-Term value, Pay for performance
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Private Ordering and the Role of Shareholder Agreements
On August 13, 2020, the Delaware Chancery Court issued its decision in Juul Labs, Inc. v. Daniel Grove, 2020 Del. Ch. LEXIS 264, holding that Grove’s statutory right to inspect the books and records of Juul, a Delaware corporation, were limited to those provided by Del. Gen. Corp. L. § 220. The court rejected Grove’s […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Court Cases, Securities Litigation & Enforcement
Tagged Books and records, California, Charter & bylaws, Delaware articles, Delaware cases, Delaware law, Discovery, Private ordering, Shareholders agreements, State law
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Enacting Purpose within the Modern Corporation
The Enacting Purpose Initiative (EPI) is a multi-institution partnership between the University of Oxford; the University of California, Berkeley; BrightHouse (a BCG company); the British Academy; Federated Hermes EOS; and Wachtell, Lipton, Rosen & Katz. The purpose of the EPI is to develop guidance for boards of directors, senior management, and investors for how companies […]
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Posted in Academic Research, Boards of Directors, ESG
Tagged Boards of Directors, Corporate culture, Corporate purpose, COVID-19, ESG, Long-Term value, Stakeholders
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