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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
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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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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