-
Supported By:
Subscribe or Follow
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
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 […]
Click here to read the complete post
Posted in International Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications, Securities Regulation
Tagged EU, Europe, France, International governance, Securities regulation, Shareholder activism, Short sales
Comments Off on Reconsidering Activism in France
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 […]
Click here to read the complete post
Posted in Boards of Directors, ESG, Practitioner Publications
Tagged Board composition, Boards of Directors, Director qualifications, Disclosure, Diversity, ESG
Comments Off on Asian Americans in the Boardroom
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 […]
Click here to read the complete post
Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications
Tagged Board performance, Boards of Directors, Cybersecurity, Risk, Risk management, Risk oversight, Surveys
Comments Off on Board Members Preparedness for Major Risk Event Like COVID-19
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 […]
Click here to read the complete post
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
Comments Off on The Return of Poison Pills: A First Look at “Crisis Pills”
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 […]
Click here to read the complete post
Posted in Boards of Directors, Practitioner Publications
Tagged Boards of Directors, COVID-19, Director compensation, Equity-based compensation, Incentives, Say on pay, Shareholder meetings
Comments Off on Considerations on Non-Employee Director Compensation
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 […]
Click here to read the complete post
Posted in Accounting & Disclosure, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged COVID-19, Disclosure, Information environment, SEC, Securities regulation, Transparency
Comments Off on Chairman Clayton’s Remarks to the Special Meeting of the Investor Advisory Committee
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, […]
Click here to read the complete post
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
Comments Off on Corporate Immunity to the COVID-19 Pandemic
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 […]
Click here to read the complete post
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
Comments Off on New or Updated Non-GAAP Financial Measure for COVID-19