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HLS Faculty & Senior Fellows
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
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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Executive and Director Compensation Reductions in the COVID-19 Era: An Ongoing Review of Russell 3000 Disclosures
As many businesses discharge, furlough, or drastically reduce pay to large shares of their workforces, some compensation committees are announcing their decision to cut base salaries and annual bonuses for C-suite executives as well as board cash retainers. The Conference Board, in collaboration with Semler Brossy’s research team and ESGAUGE Analytics, is keeping track of […]
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Posted in Accounting & Disclosure, Boards of Directors, Executive Compensation, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Director compensation, Executive Compensation, Form 8-K, Management, SEC
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Courts Cut Shareholders Slack on Section 11 Claims
In the past several years, the number of claims filed against newly public companies under Section 11 of the Securities Act of 1933 has increased exponentially. Unfortunately, Section 11 packs quite a punch. Unlike fraud claims under the securities laws which require proof of reckless or intentional misconduct, Section 11 imposes strict liability against the […]
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Posted in Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Capital formation, Class actions, IPOs, Liability standards, Section 11, Securities litigation, Securities regulation, Shareholder suits, Slack, Standing, Tech companies
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Purpose With Meaning: A Practical Way Forward
When leading money managers embrace the need for corporations to be socially responsible and the Business Roundtable (BRT) declares that the purpose of a corporation is “to create value for all stakeholders,” it is safe to say that purpose has gone mainstream in the corporate narrative. A consensus is emerging that society and diversified investors […]
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Posted in Academic Research, Accounting & Disclosure, Boards of Directors, ESG, HLS Research
Tagged Accountability, Benefit corporation, Boards of Directors, Business Roundtable, Corporate Social Responsibility, Delaware cases, Delaware law, Disclosure, Duty of care, ESG, Institutional Investors, Long-Term value, Shareholder value, Stakeholders, Sustainability
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Remarks by SEC Chairman Clayton to the Financial Stability Oversight Council
From a systemic risk point of view, the SEC’s primary responsibilities in this period of stress are three-fold: Market function. Using our authority, expertise and experience to help ensure the continuing, orderly and fair function of the securities markets—including equities, fixed income securities, funds and other products. Market monitoring. Monitoring market prices and price movements, […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Regulation, Speeches & Testimony
Tagged Capital markets, Compliance and disclosure interpretation, COVID-19, Disclosure, Information environment, Investor protection, Market conditions, SEC, Securities regulation, Transparency
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Remaining Attuned to Internal Whistleblower Reports
The SEC’s whistleblower program has long been a centerpiece of its enforcement efforts. Over the past seven weeks alone, the Commission has announced eight whistleblower awards totaling more than $56 million, including a single award on April 16 of $27 million, the largest of the year and the sixth largest award overall since the inception […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Compliance and disclosure interpretation, Reporting regulation, SEC, SEC enforcement, Securities enforcement, Whistleblowers
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