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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
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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COVID-19 and Capital Allocation
In July 2019 ICGN published a Viewpoint report on capital allocation, focusing on this issue from a corporate governance and investor stewardship perspective. The report provided a framework to guide investors on what to look for and engage upon to promote responsible capital allocation practices supporting a company’s sustainable value creation. Clearly this 2019 Viewpoint […]
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Posted in Accounting & Disclosure, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Capital allocation, Capital formation, Capital structure, COVID-19, Dividends, Executive Compensation, Long-Term value, Repurchases, Risk management, Shareholder value, Shocks
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Anticipated Securities Litigation in Response to the Pandemic
As COVID-19 has continued to spread globally, U.S. and foreign markets have been dramatically impacted, leading to the largest declines in stock prices since the 2008 credit crisis. Given the extreme market volatility associated with the ongoing COVID-19 pandemic, a significant rise in stock-drop securities litigation seems likely. This is particularly so given the pre-existing […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged COVID-19, Disclosure, Fraud-on-the-Market, Loss causation, PSLRA, Section 10(b), Securities fraud, Securities litigation, Securities regulation
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Institutional Investors Signal: A Mix of Tougher Standards and Heightened Flexibility for the 2020 Proxy Season
As companies brace for a “new normal” shaped by the global coronavirus pandemic, the 2020 proxy season is anything but routine. Large institutional investors continue to uphold high expectations with respect to corporate governance and stewardship, as many companies shift to virtual annual meetings and other accommodations to meet stakeholder needs. However, companies may in […]
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Posted in Boards of Directors, ESG, Institutional Investors, Practitioner Publications
Tagged Board performance, Boards of Directors, ESG, Institutional Investors, Overboarding, Proxy advisors, Shareholder voting
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A New Era For Activist Defense: Going Beyond the Relics of the 80s
After years of tremendous economic growth, COVID-19 has unleashed unprecedented market volatility and extreme value dislocations for U.S. public companies. Senior management and directors are facing existential business model, strategic, and human resource challenges that are generational in scope. Some law firms and other corporate advisors have responded to the pandemic with a focus on […]
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Posted in Boards of Directors, Institutional Investors, Mergers & Acquisitions, Practitioner Publications
Tagged Engagement, Institutional Investors, Mergers & acquisitions, Poison pills, Shareholder activism, Takeover defenses
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