Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation

U.K. and EU Regulators Move Ahead on ESG Disclosures and Benchmarks

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Sunday, April 26, 2020

Amid the ongoing push for standardized, comparable and decision-useful ESG disclosures, regulators in the United Kingdom and the European Union have proposed additional disclosures and benchmarks to promote sustainable economic activity. The United Kingdom’s Financial Conduct Authority (FCA) has published a consultation paper proposing that certain U.K. issuers make climate change disclosures consistent with the […]

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Re-Thinking Long-Term Performance Plan Periods Within the Context of COVID-19

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Saturday, April 25, 2020

Introduction On March 23, Pay Governance released a Viewpoint article discussing COVID-19’s impact on executive compensation programs. The article—“Everything Should Be On The Table”—outlined several high-level initial considerations that should be “on the table” as possible responses to the disruption caused by COVID-19. It is still too early to understand the full impact, financial and […]

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Federal District Court Dismissal of Challenge to Board Diversity Statute

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Friday, April 24, 2020

A federal district court this week dismissed a shareholder plaintiff’s attempt to invalidate the nation’s first law mandating gender diversity on corporate boards. Meland v. Padilla, No. 2:19-cv-02288-JAM-AC (E.D. Ca. Apr. 20, 2020). In September 2018, California enacted legislation requiring any public company with its principal executive offices in the state to “have a minimum of one […]

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The Rise of the Aggressive Poison Pill

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Friday, April 24, 2020

I. Background The general purpose of a shareholder rights plan or “poison pill” is to deter and mitigate the time pressures of non-negotiated, hostile takeover attempts made at unfair or inadequate prices, or by coercive or unfair tactics. Rights plans have been around for quite some time. Rights plans generally give the adopting corporation’s stockholders […]

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A Look at the Data Behind Recent Poison Pill Adoptions

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Friday, April 24, 2020

A number of commentators have written in recent weeks about a growing trend of issuers of all shapes and sizes adopting shareholder rights plans (“poison pills”). Some even tout the benefits, from a fiduciary duty perspective, of adopting these rights plans now while still a “clear day” (i.e., before a specific hostile threat has emerged)—a […]

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Weekly Roundup: April 17–23, 2020

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Friday, April 24, 2020

Inspection of PCAOB-Registered Chinese Auditor Posted by Jeffrey P. Mahoney, Council of Institutional Investors, on Friday, April 17, 2020 Tags: Accounting, Accounting irregularities, Accounting standards, Audits, Foreign firms, International governance, PCAOB, Securities enforcement Is a Replacement for Your Short-Term Incentive Plan Right for You? Posted by Steve Pakela and Brian Scheiring, Pay Governance LLC, on Friday, April 17, 2020 Tags: Compensation disclosure, COVID-19, Equity-based compensation, Executive Compensation, Firm performance, Incentives, Management, Pay for […]

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The Evolution of Trust in the Era of Stakeholder Capitalism

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, April 23, 2020

Enduring and sustainable corporate success hinges on trust. But trust is hard won and easily lost. This series of articles will explore the evolving “Trust Continuum” and how organizations can meet new expectations in the era of stakeholder capitalism —not only of their shareholders and investors but all stakeholders—and build long-term trust based on purposeful, […]

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Congressional Securities Trading

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, April 23, 2020

In March 2020, as millions of Americans—a record number of them newly jobless—locked themselves indoors to help fight an accelerating pandemic, they learned that two U.S. Senators had been warned about COVID-19 in a secret briefing and then proceeded to cash in their shares in the nick of time. The stocks Sens. Richard Burr and […]

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What to Say on Your Next Earnings Call in the Time of COVID-19: Providing Insights, Disclosing Scenarios and Managing Risks

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, April 23, 2020

Upcoming first quarter earnings calls may be the most scrutinized in modern corporate history. How to handle these calls in light of the unprecedented social and economic impacts of COVID-19 is a question confronting every company that has not yet announced. Investors, the SEC and other stakeholders are clamoring for insight into what this extraordinary […]

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Bebchuk & Hirst Article on Index Funds Selected as One of 2019’s Best Corporate and Securities Articles

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, April 22, 2020

According to an announcement by Georgetown Professor Robert Thompson, a Program on Corporate Governance study by Lucian Bebchuk and Scott Hirst, Index Funds and the Future of Corporate Governance: Theory, Evidence, and Policy, was selected in the annual poll of corporate and securities law professors as one of the ten best corporate and securities articles of 2019. The […]

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