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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
Seven Considerations for Stock Buyback Programs in the Era of COVID-19
In light of the ongoing coronavirus pandemic (COVID-19), corporations face an increasingly difficult task: navigating the volatility of the financial markets and performance of the company’s financial metrics (e.g., share price and earnings per share) while balancing initiatives that champion goodwill and sustainability on their behalf and on behalf of their key stakeholders. Stock buyback […]
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Posted in Accounting & Disclosure, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged CARES Act, COVID-19, Inside information, Institutional Investors, Liquidity, Proxy advisors, Repurchases, Reputation, Securities regulation, Shareholder value
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Boards and the Virus: Seven Perspectives on the Day After
These days, humanity’s top priority is our personal health and safety as well as that of our families and our employees. The fact that I am still working signals another key priority: keep the cash coming through the company door—and preserve it as much as possible. There is a lot of discussion about these priorities […]
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Posted in ESG, Financial Crisis, International Corporate Governance & Regulation, Practitioner Publications
Tagged COVID-19, Debt, ESG, Financial crisis, Globalization, International governance, Risk, Risk assessment, Shocks
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COVID-19 and Executive Pay: Initial Reactions and Responses
The rapid global spread of COVID-19 has had incalculable impacts on society, taking both a serious economic and human toll. Many companies are faced with balancing competing responsibilities to various stakeholders. While the primary focus is on taking care of employees and ensuring business continuity, many companies are also facing new challenges in appropriately managing […]
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Posted in Executive Compensation, Practitioner Publications
Tagged Bonuses, COVID-19, Director compensation, Equity-based compensation, Executive Compensation, Human capital, Pay for performance, Shareholder value, Shocks
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Lessons From the Future—The First Contested Virtual Annual Meeting
The 2020 proxy season has been anything but routine, with the COVID-19 pandemic and the resulting state shelter-in-place orders requiring many companies to make the shift from physical to virtual annual meetings, and state corporate laws being amended to allow these virtual meetings to occur. Yet we had not seen a virtual annual meeting used in […]
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Posted in Boards of Directors, Corporate Elections & Voting, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, COVID-19, Delaware law, Proxy contests, Proxy season, Proxy voting, Securities regulation, Shareholder communications, Virtual meetings
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Stewardship and Shareholder Engagement in Germany
Corporate stewardship holds great promise for the improvement of shareholder engagement and the encouragement of more responsible and long-term oriented value creation. Many countries have now adopted a best practice code for the stewardship role of institutional investors and asset managers, following the UK example. Yet the EU’s largest economy remains surprisingly reluctant to join […]
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Posted in Academic Research, ESG, Institutional Investors, International Corporate Governance & Regulation
Tagged Engagement, ESG, EU, Europe, Germany, Institutional Investors, International governance, Long-Term value, Stewardship, Stewardship Code
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Director Oversight Duties Amidst COVID-19
As COVID-19 continues to disrupt every aspect of our lives, companies are taking swift actions to determine and mitigate the risks posed by the new “normal.” Directors have a critical role in helping their companies maneuver through these challenging times. Although management is charged with managing the day-to-day operations of the company, directors are responsible […]
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Posted in Boards of Directors, Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Boards of Directors, COVID-19, Delaware cases, Delaware law, Director liability, Fiduciary duties, Liability standards, Management, Risk, Securities litigation
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Rulemaking Petition to Allow Use of E-Signatures
Three Silicon Valley firms, Cooley being one, have submitted a rulemaking petition to the SEC asking the SEC to amend Rules 11 and 302 of Reg S-T to allow the use of electronic signatures in SEC filings. Although the staff has granted some flexibility in connection with retention of manual signatures in its Statement Regarding […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Regulation
Tagged COVID-19, Cybersecurity, Disclosure, Filings, Regulation S-T, SEC, SEC rulemaking, Securities regulation
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Weekly Roundup: May 1–7, 2020
Key Considerations for U.S. Public Company Compensation Committees in Light of COVID-19 Posted by Lynda Galligan and Alexandra Denniston, Goodwin Procter LLP, on Friday, May 1, 2020 Tags: COVID-19, Disclosure, Equity-based compensation, Executive Compensation, Incentives, Management, Pay for performance, Performance measures, Repricings, Section 162(m), Stock options, Succession A New Era For Activist Defense: Going Beyond the Relics of the 80s Posted by Jim Woolery, Keith Townsend, and Cal […]
Click here to read the complete postReconsidering Activism in France
On April 27, 2020, France’s financial markets regulator, the Autorité des marchés financiers (“AMF”), released a report containing certain proposals and observations regarding shareholder activism. The report was issued following the AMF’s review of recent activism matters in France, including its recent €20m fine levied against Elliott Management for obstructing an investigation into a takeover […]
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Posted in International Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications, Securities Regulation
Tagged EU, Europe, France, International governance, Securities regulation, Shareholder activism, Short sales
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Asian Americans in the Boardroom
Throughout American history, there has never been a sense of urgency to increase the numbers of Asian Americans in corporate, professional, or civic leadership positions, despite their success in the upper-middle ranks of a multitude of fields, most notably medicine, engineering, and information technology. Asian Americans are still in the phase of breaking the color […]
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Posted in Boards of Directors, ESG, Practitioner Publications
Tagged Board composition, Boards of Directors, Director qualifications, Disclosure, Diversity, ESG
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