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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
Taking the Lead in Adopting Political Transparency in the COVID-19 Crisis
As the country seeks to recover from the worst economic crisis since the Great Depression sparked by the Covid-19 virus, it’s time for companies to put the nation’s interest above their own bottom line. A company’s individual pursuit of profit cannot impede the collective recovery of our national economy. Our nation’s financial commitment to restoring […]
Click here to read the complete postBoard Members Preparedness for Major Risk Event Like COVID-19
The unprecedented scale and pace of disruption in the market today requires a new way of thinking about risk and transformation. Technological advances are blurring industry lines and changing the nature of work. Changing social demographics and an accelerating climate crisis are calling into question how, and for whom, businesses create value. These and other […]
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications
Tagged Board performance, Boards of Directors, Cybersecurity, Risk, Risk management, Risk oversight, Surveys
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The Return of Poison Pills: A First Look at “Crisis Pills”
The poison pill, arguably the most effective anti-takeover device, is making a comeback in the wake of the coronavirus (COVID-19) crisis. As the virus spread around the globe and through the United States in late February and early March of 2020, stock prices plummeted and market volatility dramatically increased. As a result of the ongoing […]
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Posted in Academic Research, Boards of Directors, Mergers & Acquisitions
Tagged Antitakeover, Boards of Directors, COVID-19, Hostile takeover, Mergers & acquisitions, Poison pills, Shareholder activism, Takeover defenses, Target firms
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Considerations on Non-Employee Director Compensation
The simplification of non-employee director pay programs over the past decade has resulted in a model that predominantly focuses on an annual cash retainer, an annual stock award, and additional board leadership retainers. As discussed in our March 23rd Viewpoint, the current COVID-19 pandemic has resulted in companies putting “Everything on the Table” regarding executive […]
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Posted in Boards of Directors, Practitioner Publications
Tagged Boards of Directors, COVID-19, Director compensation, Equity-based compensation, Incentives, Say on pay, Shareholder meetings
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Chairman Clayton’s Remarks to the Special Meeting of the Investor Advisory Committee
Thank you, Anne (Sheehan). I really appreciate your prompt response to our request to reconvene a special meeting of the Investor Advisory Committee to focus on issuer-investor engagement in the context of the challenges posed by COVID-19, including, in particular, disclosure considerations. Over the last several weeks, my colleagues and I have had multiple teleconferences […]
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Posted in Accounting & Disclosure, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged COVID-19, Disclosure, Information environment, SEC, Securities regulation, Transparency
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Corporate Immunity to the COVID-19 Pandemic
Which corporate characteristics make companies more “immune” to COVID-19? The COVID-19 pandemic has triggered remarkably heterogeneous stock price movements among firms within the same country and industry. For example, the average U.S. manufacturing firm saw stock prices fall by 29% over the first quarter of 2020 with a standard deviation of 24%. In this paper, […]
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Posted in Academic Research, Accounting & Disclosure, Corporate Social Responsibility, Institutional Investors
Tagged Blockholders, Corporate Social Responsibility, COVID-19, Firm performance, Hedge funds, International governance, Liquidity, Market reaction, Ownership, Risk, Risk management, Shocks
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New or Updated Non-GAAP Financial Measure for COVID-19
The economic disruptions resulting from the ongoing COVID-19 pandemic have had, and likely will continue to have, appreciable economic effects on the business of many companies. One question (among many) companies may consider is whether and how to reflect the impact of COVID-19 in upcoming public disclosure. Indeed, the SEC has specifically requested that companies […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Accounting, Accounting standards, Contracts, COVID-19, GAAP, Performance measures, Securities enforcement, Securities regulation
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The Pandemic is the Litmus Test of Stakeholderism
Over the past years, the shareholder primacy model has received a death sentence from private and public sector leaders across the developed—and to a lesser extent—the developing world. With this, corporate boards and executives became responsible not only to shareholders for financial performance but also to stakeholders for environmental, human rights, diversity and other objectives. […]
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Posted in ESG, Institutional Investors, Practitioner Publications
Tagged ESG, Institutional Investors, Shareholder primacy, Stakeholders
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The Corporation as a Nexus for Regulation
As a legal person or entity, a corporation is the repository of rights and duties in its own name. It is legally separate from its shareholders and managers. Current legal and economic scholarship views asset partitioning—the separation between the assets of the corporation and those of its shareholders—as the essential economic role performed by legal […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Securities Litigation & Enforcement, Securities Regulation
Tagged Corporate forms, Corporate veil, Liability standards, Securities litigation, Securities regulation, Shareholder rights
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Blood in the Water: COVID-19 M&A Implications
The COVID-19 pandemic is having a profound economic impact across the globe. Entire industries have ground to a halt and unemployment claims reached record highs, as demand has disappeared due to government-mandated restrictions. Not surprisingly, equity markets are pricing in this turmoil, with the S&P 500 index losing one third of its value from February […]
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Posted in Mergers & Acquisitions, Practitioner Publications
Tagged COVID-19, Financial crisis, Hostile takeover, Mergers & acquisitions, Shareholder activism, Takeover defenses, Target firms
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