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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
Board Oversight in Light of COVID-19 and Recent Delaware Decisions
In times of crisis, the risk of shareholder derivative litigation rises as boards of directors face heightened scrutiny of their actions. While business judgment protection applies to good faith board efforts to navigate a crisis, boards and their advisors should be mindful of guidance that the Delaware courts have issued in the past year, including […]
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Posted in Accounting & Disclosure, Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Board oversight, Caremark, Compliance and disclosure interpretation, COVID-19, Delaware cases, Delaware law, Director liability, Fiduciary duties, Liability standards, Securities litigation
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The Blue Bell Dairy CEO Indictment and its Implications for Executive Liability
The May 1, 2020 federal felony indictment of former Blue Bell Creameries LLP CEO Paul W. Kruse provides an important lesson to governing boards and their senior executives on the regulatory risks associated with communications during times of corporate crisis, especially communications with public health and safety implications. Company executives and public relations consultants often […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Social Responsibility, Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Boards of Directors, Compliance and disclosure interpretation, Corporate crime, Corporate fraud, Corporate liability, Corporate Social Responsibility, Management, Securities litigation, Transparency
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Recent Delaware Court of Chancery Decision Sustains Another Caremark Claim at the Pleading Stage
After decades of routinely dismissing such claims, Vice Chancellor Laster’s recent 41-page decision in Hughes v. Hu represents the third time since the Delaware Supreme Court’s decision last year in Marchand v. Barnhill that the Court of Chancery has sustained a Caremark duty of oversight claim at the pleading stage. It remains unlikely that these […]
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Posted in Boards of Directors, Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Audit committee, Board oversight, Boards of Directors, Caremark, Delaware cases, Delaware law, Director liability, Liability standards, Oversight, Securities litigation, Shareholder suits
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Human Capital: Key Findings from a Survey of Public Company Directors
The focus on human capital and talent in corporate governance is intensifying, as more stakeholders—led by large institutional investors—seek to understand how companies are integrating human capital considerations into the overarching strategy to create long-term value. After all, a company’s intangible assets, which include human capital and culture, are now estimated to comprise a significant […]
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Posted in Boards of Directors, ESG, Practitioner Publications
Tagged Boards of Directors, Corporate culture, ESG, Human capital, Labor markets, Long-Term value, Management, Surveys
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Remarks by Commissioner Peirce at Meeting of the SEC Investor Advisory Committee
Thank you Anne [Sheehan] and other members of the committee for arranging an impressive list of panelists to share their views and perspectives on the important topics on today’s [Friday, May 21. 2020] agenda. The committee has not let COVID-19 stop it from holding meetings; this is the third such meeting in the last two […]
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Posted in Accounting & Disclosure, ESG, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Disclosure, Environmental disclosure, ESG, SEC, Securities regulation, Stakeholders, Transparency
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Statement by Commissioner Lee on Financial Disclosures About Acquired and Disposed Businesses
Today [Thursday, May 21, 2020] the Commission amends its rules governing disclosures public companies must provide when they buy and sell businesses. Unfortunately, today’s rulemaking does not adequately address the risks of reduced transparency for investors with respect to this activity, nor does it properly examine the potential effects on competition, particularly in the present […]
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Posted in Accounting & Disclosure, Legislative & Regulatory Developments, Mergers & Acquisitions, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged COVID-19, Disclosure, Financial reporting, Mergers & acquisitions, Reporting regulation, SEC, SEC rulemaking, Securities regulation, Transparency
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Weekly Roundup: May 15–21, 2020
Open Up the PIPEs: Current Market Considerations Posted by Steve Amdur, Davina Kaile, and Brian McKenna, Pillsbury Winthrop Shaw Pittman LLP, on Friday, May 15, 2020 Tags: Capital formation, Listing standards, PIPE, Private equity, Public firms, Regulation FD, Regulation M, SEC, Securities regulation, Venture capital firms COVID-19’s Potential Impact on Venture Capital Investment Terms Posted by Rob Carlson and Jake Funk, Sidley Austin LLP, on Friday, May […]
Click here to read the complete postStrategic Acquisitions of Distressed Companies in the COVID-19 Environment
During the course of the most recent bull market, merger and acquisition (M&A) activity generally remained robust. We increasingly saw competitive auctions for desirable companies, some of which also had the ability to pursue an initial public offering instead of a sale. In the years since the 2008 financial crisis, many acquisitive companies have become […]
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Posted in Bankruptcy & Financial Distress, Mergers & Acquisitions, Practitioner Publications
Tagged Bankruptcy, Bankruptcy Code s.363, COVID-19, Debtor-creditor law, Distressed companies, Due diligence, Foreclosures, Hostile takeover, Risk
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Investor Protection and Capital Fragility: Evidence from Hedge Funds Around the World
Does weak investor protection exacerbate capital fragility? In this paper, we examine this issue within an important investment vehicle—hedge funds—across countries that differ substantially in the quality of their institutions, as reflected in country-level investor protection. Hedge funds are lightly regulated investment vehicles with minimal disclosure requirements. Consequently, investors may lack relevant information to assess […]
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Posted in Academic Research, Empirical Research, International Corporate Governance & Regulation, Securities Litigation & Enforcement, Securities Regulation
Tagged Brazil, Fund managers, Hedge funds, International governance, Investor protection, Risk, Securities enforcement, Securities regulation, Shadow banking
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