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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 Christine Davine
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
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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Posted in Weekly Roundup
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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Performance-Induced CEO Turnover
Replacing poorly performing CEOs is one of the key tasks of corporate boards and a potentially important source of CEO incentives. However, prior literature finds that forced CEO departures are rare, and that many CEOs remain in office in spite of poor performance. Our paper revisits this evidence and finds that performance-related turnovers are much […]
Click here to read the complete postOCIE Publishes Risk Alert Regarding COVID19-Related Compliance Risks and Considerations
On August 12, 2020, the Office of Compliance Inspections and Examinations (“OCIE”) of the Securities and Exchange Commission (“SEC”) published a risk alert (“Risk Alert”) identifying a number of COVID-19-related issues relevant to SEC-registered investment advisers and broker-dealers (collectively, “Firms”). OCIE had previously announced that it was actively engaged in ongoing outreach and having discussions […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Regulation
Tagged Broker-dealers, Compliance & ethics, Compliance and disclosure interpretation, COVID-19, Cybersecurity, Investment advisers, Investor protection, OCIE, Privacy, Risk, SEC, Securities regulation
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PE Seller May Have Liability for Portfolio Company Concealing Steep Earnings Decline Post-Signing
Agspring v. NGP (July 30, 2020) involved the sale of a portfolio company, Agspring LLC, by one PE fund (the “Seller”) to another (the “Buyer”). At the pleading stage of litigation, the Delaware Court of Chancery found it reasonably conceivable that: (i) the Agspring officers deliberately concealed from the Buyer a steep decline in earnings […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Private Equity, Securities Litigation & Enforcement
Tagged Acquisition agreements, Adverse effects, Delaware cases, Delaware law, Liability standards, Merger litigation, Mergers & acquisitions, Private equity
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Venture Capitalists and COVID-19
In this paper, we survey over 1,000 institutional and corporate venture capitalists (VCs) at over 900 VC firms to learn how their decisions and investments have been affected by the COVID-19 pandemic. Understanding how COVID-19 impacted venture capital is important because many of the most innovative young companies depend on a steady inflow of VC […]
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Posted in Academic Research, Institutional Investors, Private Equity
Tagged COVID-19, Institutional Investors, Private equity, Risk, Risk assessment, Venture capital firms
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