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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
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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Weekly Roundup: April 24–30, 2020
A Look at the Data Behind Recent Poison Pill Adoptions Posted by Ethan Klingsberg, Paul Tiger and Elizabeth Bieber, Freshfields Bruckhaus Deringer LLP, on Friday, April 24, 2020 Tags: COVID-19, Hostile takeover, Mergers & acquisitions, Poison pills, Proxy advisors, Shareholder activism, Takeover defenses The Rise of the Aggressive Poison Pill Posted by Sanjay M. Shirodkar, Sidney Burke, and Joshua M. Samek, DLA Piper, […]
Click here to read the complete postInstitutional Investors’ Overboarding Policies for Directors
Over the past several years, large institutional investors have addressed their growing concerns about the demands of board service by adopting or strengthening policies on a director’s total number of board commitments. This trend has resulted in significant declines in vote support for some directors considered “overboarded” according to these new or tightened guidelines. In […]
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Posted in Boards of Directors, ESG, Institutional Investors, Practitioner Publications
Tagged Board performance, Boards of Directors, ESG, Index funds, Institutional Investors, Overboarding, Proxy advisors
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Executive Compensation Considerations in PIPE Transactions
As companies seek to shore up their balance sheets, we expect to see an increase in private investments in public companies (often referred to as “PIPEs”). This post outlines key issues with respect to executive compensation arrangements that may arise in connection with PIPE transactions. Review Applicable Change of Control Provisions. Parties to a PIPE […]
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Posted in Corporate Elections & Voting, Executive Compensation, Mergers & Acquisitions, Practitioner Publications, Private Equity
Tagged Change in control, Executive Compensation, Mergers & acquisitions, PIPE, Private equity, Public firms, Shareholder voting, Taxation
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