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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
An Early Look at Securities Act Litigation Amid COVID-19
As noted in our earlier alert concerning securities fraud litigation under Section 10(b) of the Securities Exchange Act, the spread of COVID-19 and its effect on the global economy have caused extreme market volatility and, beginning in mid-February, the largest decline in stock prices since the 2008 financial crisis. Market volatility has historically precipitated increased […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Disclosure, Fraud-on-the-Market, IPOs, Section 10(b), Securities fraud, Securities litigation, Securities regulation
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The Right Timing for NOL Rights Plan Adoption
In the current climate of market volatility prompted by the COVID-19 pandemic, more and more public companies with valuable US tax assets (e.g., net operating loss carryforwards) may, or at least should, consider adopting a shareholder rights plan in order to preserve those tax assets. These plans are commonly referred to as “NOL rights plans” […]
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Posted in Corporate Elections & Voting, Mergers & Acquisitions, Practitioner Publications
Tagged Internal Revenue Code, Market conditions, Ownership, Poison pills, Shareholder value, Takeover defenses, Taxation
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SeLFIES: A New Pension Bond and Currency for Retirement
There is a looming retirement crisis, as individuals are increasingly being asked to take responsibility for their own retirement planning and a majority of these individuals are financially unsophisticated. Yet, these individuals are being tasked with the responsibility for three complex, interconnected decisions: how much to save, how to invest, and how to decumulate one’s […]
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Posted in Academic Research, Accounting & Disclosure
Tagged Bonds, Cash flows, Pension funds, Retirement plans
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Standards of Review Applicable to Board Decisions in Delaware M&A Transactions
M&A practitioners are well aware of the several standards of review applied by Delaware courts in evaluating whether directors have complied with their fiduciary duties in the context of M&A transactions. Because the standard applied will often have a significant effect on the outcome of such evaluation, establishing processes to secure a more favorable standard […]
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Posted in Boards of Directors, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Boards of Directors, Business judgment rule, Controlling shareholders, Delaware cases, Delaware law, Fairness review, Merger litigation, Mergers & acquisitions, Shareholder suits
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Reopening to a New Normal: Considerations for Boards
As coronavirus infections begin to decline, a number of states have started to ease restrictions on public activity and permit businesses to resume normal operations. However, COVID-19 remains a threat that will likely persist into the remainder of the year and perhaps longer. Going forward, companies not only face an altered economic landscape but also […]
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Posted in Boards of Directors, ESG, Practitioner Publications
Tagged Board communication, Board leadership, Board oversight, Boards of Directors, Compliance and disclosure interpretation, Corporate culture, COVID-19, Engagement, ESG, Risk management, Risk oversight, Shareholder activism, Stakeholders, Transparency
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Agency Conflicts and Short- vs Long-Termism in Corporate Policies
Should firms target short-term objectives or long-term performance? The question of the optimal horizon of corporate policies has received considerable attention in recent years, with much of the discussion focusing on whether short-termism destroys value. The worry often expressed in this literature is that short-termism—induced, for example, by stock market pressure—may lead firms to invest […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation
Tagged Agency costs, Agency model, Incentives, Investor horizons, Long-Term value, Management, Moral hazard, Private benefits of control, Shareholder value, Short-termism
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Board Oversight of Human Capital Risk—Is it Time to Appoint a Chief Covid Officer?
The coronavirus pandemic has brought many board responsibilities into sharp relief but the board’s responsibility to ensure that management appropriately address and respond to human capital risks takes on particular emphasis. While the responsibility to manage risk in general is inarguable, the unique risks to business performance that a worldwide pandemic poses to human capital […]
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications
Tagged Board oversight, Boards of Directors, Compliance and disclosure interpretation, COVID-19, Human capital, Management, Risk, Risk management
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Responsible Executive Compensation During Times of Crisis
Against rising concerns of mortality, livelihood and recessions driven by COVID-19, “How much should executives get paid?” is, understandably, not the most pressing question to be answered. This pandemic is, first and foremost, a human-capital crisis. The prominence of people in the economic equation has been made apparent, effectively revealing the importance of people versus […]
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Posted in Accounting & Disclosure, ESG, Executive Compensation, Practitioner Publications
Tagged Accountability, COVID-19, Engagement, ESG, Executive Compensation, Incentives, Management, Pay for performance, Reputation, Shareholder primacy, Shareholder value, Stakeholders
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The First Outside Director
Introduction We recently published a paper on SSRN, The First Outside Director, that examines the individual chosen by private and public companies as their first outside director. Little is known about the process by which pre-IPO companies select independent, outside board members—directors unaffiliated with the founder or investor groups. Private companies are not required to […]
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Posted in Academic Research, Accounting & Disclosure, Boards of Directors
Tagged Board composition, Board independence, Board performance, Boards of Directors, Director qualifications, Outside directors
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Citing Thin Board Record: Delaware Court of Chancery Again Sustains Oversight Claim
The Delaware Court of Chancery has sustained another Caremark claim, pointing to the absence of documents produced in response to a stockholder’s inspection demand as evidence that the directors “face a substantial likelihood of liability” for “failing to act in good faith to maintain a board-level system for monitoring the Company’s financial reporting.” Hughes v. […]
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Posted in Boards of Directors, Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Accounting, Board oversight, Boards of Directors, Books and records, Caremark, Delaware cases, Delaware law, Director liability, Discovery, Financial reporting, Liability standards, Securities litigation
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