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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 8–14, 2020
Rulemaking Petition to Allow Use of E-Signatures Posted by Cydney Posner, Cooley LLP, on Friday, May 8, 2020 Tags: COVID-19, Cybersecurity, Disclosure, Filings, Regulation S-T, SEC, SEC rulemaking, Securities regulation Director Oversight Duties Amidst COVID-19 Posted by Jane Goldstein, Daniel Lim, and Kenneth Monroe, Ropes & Gray LLP, on Friday, May 8, 2020 Tags: Boards of Directors, COVID-19, Delaware cases, Delaware law, Director liability, Fiduciary duties, Liability standards, Management, Risk, Securities litigation Stewardship and Shareholder […]
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A familiar refrain has emerged as the COVID-19 pandemic continues: companies will be judged for years based on the actions they take today. Perhaps no other issue will generate such long-lasting implications—to a company’s reputation, brand, and resiliency—as how a company treats its people during these trying weeks and months. It would be naïve to […]
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Posted in Boards of Directors, ESG, Executive Compensation, Practitioner Publications
Tagged Boards of Directors, Compensation ratios, COVID-19, Engagement, ESG, Executive Compensation, Human capital, Institutional Investors, Proxy advisors, Transparency
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Operating in a Pandemic: Securities Litigation Risk and Navigating Disclosure Concerns
The COVID-19 pandemic has introduced new corporate disclosure issues and increased the attendant risk of securities fraud actions, as evidenced by plaintiffs’ initial filings across the country in the past few weeks. This article discusses the significance of those initial suits to public reporting companies and how companies can tailor and update their disclosures to […]
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Posted in Accounting & Disclosure, Bankruptcy & Financial Distress, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Bankruptcy, Class actions, COVID-19, Derivative suits, Disclosure, SEC, Section 10(b), Securities litigation, Securities regulation, Shareholder suits
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Reinventing Depositions
The Covid Crisis will affect every aspect of litigation. Growing familiarity with video-conferenced hearings likely will lead to the elimination of wasteful status-conference calendars, in which scores of lawyers sit around a courtroom for hours waiting for a 10-minute appearance to update the court on developments in a particular case. Courtroom automation, largely limited thus […]
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Posted in Practitioner Publications, Securities Litigation & Enforcement
Tagged Civil procedure, Commercial litigation, COVID-19, Depositions, Discovery, Securities litigation
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Board Leadership and Performance in a Crisis
Every industry across the globe has faced a crisis at some point in time. While most large companies survive, many struggle for years following a period of severe adversity. Others prevail and become stronger than before. How companies address crises has changed over time, as has the role of the board. Amid COVID-19’s rapid spread […]
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications
Tagged Board performance, Boards of Directors, Corporate culture, COVID-19, Long-Term value, Management, Risk, Risk oversight, Succession
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Born Out of Necessity: A Debt Standstill for COVID-19
Introduction Rich and poor countries alike are facing an unprecedented economic crisis as they attempt to contain the impact of the COVID-19 pandemic. A downturn of this magnitude can cause tremendous long-term damage, with critical economic linkages between employees, businesses, and banks at risk of disappearing forever. Scores of firms will close permanently unless urgent […]
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Posted in Academic Research, Empirical Research, Financial Crisis, International Corporate Governance & Regulation
Tagged COVID-19, Debt, Emerging markets, Financial crisis, G20, IMF, International governance, Liquidity, Moral hazard, Sovereign debt, World Bank
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REITs and COVID-19: 15 Key Issues for Boards as they Chart the Course Forward
Many REIT boards are now broadening their focus beyond the immediate firestorms unleashed by COVID-19, to longer-term risk-management and strategic planning issues that take account of the radically changed environment. Following is a list of 15 key issues to be considered with a 3-, 6- and 12-month lens, and beyond. Many boards have already considered these issues […]
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Posted in Accounting & Disclosure, Boards of Directors, ESG, Practitioner Publications
Tagged Boards of Directors, Disclosure, Long-Term value, Oversight, REITs, Risk management
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States are Leading the Charge to Corporate Boards: Diversify!
While the federal government is considering statutes and regulations that mandate gender and racial diversity on corporate boards of directors, the states have already begun to take action. Already a dozen states have enacted or are poised to enact requirements to enhance diversity on boards. The statutes are grounded on a large body of empirical […]
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Posted in Accounting & Disclosure, Boards of Directors, ESG, Practitioner Publications
Tagged Board composition, Boards of Directors, California, Disclosure, Diversity, ESG, State law
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Power and Statistical Significance in Securities Fraud Litigation
The event study—a statistical tool borrowed from financial economics—has become a critical tool in securities fraud litigation. In litigation, event studies are used to measure the extent to which market prices react to the release of new information. Their results are introduced as evidence on the efficiency the market in which the securities trade, the […]
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Posted in Academic Research, Empirical Research, Securities Litigation & Enforcement
Tagged Class actions, Fraud-on-the-Market, SEC, SEC enforcement, Section 10(b), Securities fraud, Securities litigation
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Navigating Down-Round Financings
Although we all hope for a quick return to stability, the current environment raises the possibility of an increase in down-round financings—private company financings in which the company has a reduced valuation from its prior financing round. In recent weeks, we have observed pressure on valuations and the emergence of more onerous, less company-friendly terms […]
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Posted in Boards of Directors, Practitioner Publications, Private Equity, Securities Litigation & Enforcement, Securities Regulation
Tagged Boards of Directors, Capital formation, Dilution, Fiduciary duties, Private equity, Private firms, Securities litigation, Shareholder suits, Venture capital firms
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