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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
OCIE 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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2020 Mid-Year Securities Litigation Update
The first half of 2020 brought the spread of COVID-19 and unprecedented changes in daily life and the economy. We discuss how, nevertheless, there has still been a variety of securities-related lawsuits, including securities class actions, insider trading lawsuits, and government enforcement actions. We also discuss developments in the securities laws that have occurred against […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Caremark, Class actions, COVID-19, ERISA, Halliburton, Merger litigation, Mergers & acquisitions, Pension funds, Securities litigation, Settlements, Supreme Court
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Delaware Public Benefit Corporations—Recent Developments
Over the last few years, corporate purpose has been under a spotlight. This scrutiny, which has intensified in 2020 and shows no signs of abating, is coming from institutional investors that are integrating the consideration of environmental, social and governance factors into investment and voting decisions, as well as other stakeholders, in particular consumers, employees and […]
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Posted in Comparative Corporate Governance & Regulation, ESG, Practitioner Publications
Tagged Benefit corporation, Corporate forms, Delaware law, DGCL, Disclosure, ESG, State law, Sustainability
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The Performance of Hedge Fund Performance Fees
One of the tenets of modern economics is that agency conflicts can be mitigated by implementing compensation contracts that align the agents interests with those of the principal. Over the past three decades, compensation contracts in the hedge fund industry have sought to achieve this goal by charging a variable performance fee to complement a […]
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Posted in Academic Research, Institutional Investors
Tagged Agency costs, Asset management, Clawbacks, Fund performance, Hedge funds, Incentives, Institutional Investors, Pay for performance, Private equity
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FedNow: The Federal Reserve’s Planned Instant Payments Service
The FedNow Service The Board of Governors of the Federal Reserve System (the Fed) announced details of its planned FedNow Service on August 6, 2020 in a release describing its core functionality and future implementation. If launched as described in the release, FedNow will be a real-time gross settlement (RTGS) payment system with integrated clearing […]
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The SEC has adopted a set of amendments to the periodic disclosure requirements relating to a registrant’s business, legal proceedings and risk factors, which will go into effect 30 days after publication in the Federal Register. The amendments will affect a wide variety of SEC filings, including upcoming annual and quarterly reports and registration statements […]
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Posted in Accounting & Disclosure, ESG, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Accountability, Disclosure, Environmental disclosure, ESG, Human capital, Materiality, Regulation S-K, Risk disclosure, SEC, Securities regulation, Transparency
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ESG + Incentives 2020 Report
Shareholders have increasingly highlighted the importance of measures of social and environmental sustainability as a key component of ESG. The COVID-19 crisis and growing focus on racial inequities will only accelerate the demand for companies to expand their definition of social responsibility to include the broader societal impact of the corporation. In recent years, debates […]
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Posted in Accounting & Disclosure, ESG, Executive Compensation, Practitioner Publications
Tagged Accountability, Diversity, Environmental disclosure, ESG, Executive Compensation, Incentives, Management, Pay for performance, Performance measures, Stakeholders, Sustainability
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