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Program on Corporate Governance Advisory Board
- William Ackman
- Peter Atkins
- David Bell
- Kerry E. Berchem
- Richard Brand
- Daniel Burch
- Paul Choi
- Jesse Cohn
- Arthur B. Crozier Christine Davine
- Renata J. Ferrari
- John Finley
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper
- Paul Hilal
- Carl Icahn William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
- Daniel Wolf
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Leadership Resiliency in an Emergency
Business continuity planning during the COVID-19 pandemic requires that boards of directors and senior management teams confront the unthinkable: How will the business continue to function if key leaders and decision-makers are incapacitated? Boards, senior management and corporate counsel should consider whether the company has in place appropriate leadership resiliency plans, both with respect to […]
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications
Tagged Board oversight, Boards of Directors, Charter & bylaws, COVID-19, Disclosure, Management, Risk, Risk management, Risk oversight
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Considerations for 2020 Incentive Compensation Programs
Considerations for Companies That Have Already Established Their 2020 Incentive Compensation Programs The coronavirus (COVID-19) pandemic and the ensuing market uncertainty as well as recently enacted legislation, have upended the compensation and benefit programs of many companies. We are preparing a series of client memoranda regarding how companies may wish to consider their programs in […]
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Posted in Accounting & Disclosure, Executive Compensation, Practitioner Publications
Tagged Accounting, Compensation committees, COVID-19, Equity-based compensation, Executive Compensation, Firm performance, Incentives, Pay for performance, Performance measures
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Key ESG Considerations in the Crisis
The social and economic turmoil unleashed by the global spread of COVID-19 and the collapse in the price of crude oil has brought to the fore a number of critical incident and systemic risk management concerns, including traditional ESG concerns such as human capital issues, business model and supply chain resilience, and consumer welfare and […]
Click here to read the complete postA Special Committee to Oversee the Corporation’s Response to the Pandemic
In recent years, discussions of corporate governance best practices have included the pros and cons of having a separate Risk Committee of the Board of Directors. While there has been increased focused on the Board’s oversight of the corporation’s assessment and control of risks, it is not always clear that a Risk Committee is the […]
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Posted in Boards of Directors, Practitioner Publications
Tagged Boards of Directors, COVID-19, Risk management, Risk oversight, Special committees
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The Paradox of Corporate Globalization: Disembedding and Reembedding Governing Norms
Corporate globalization has been the most transformative geoeconomic development of the past half century, and shareholder primacy its force multiplier. Their combination brought great benefits to people and countries well positioned to seize the new opportunities. But that their unfettered expansion would also disrupt social fabrics and overtax natural capital was not only predictable; it […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Corporate Social Responsibility, ESG, International Corporate Governance & Regulation
Tagged Corporate Social Responsibility, ESG, Globalization, International governance, Shareholder primacy, Stakeholders
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COVID-19 Impact: Potential Risks and Problems in Signed M&A Deals
As COVID-19 continues to rapidly permeate our society and the financial markets struggle to maintain stability, companies engaged in M&A transactions must overcome increased risk and uncertainties. For now, while there are some publicly-announced deals being pulled or being re-evaluated, we have not yet seen a spike in announced signed-deal terminations due to COVID-19. We […]
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Posted in Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Adverse effects, Covenants, COVID-19, Liability standards, Merger litigation, Mergers & acquisitions, Termination, Underwriting
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Succession Planning in a Time of Crisis
Planning for an unexpected absence or loss of a key person is an important component of enterprise risk management. In the present environment, boards are meeting regularly in real time to address absences of key persons–both temporary and sustained–to ensure that their existing succession plans are withstanding the current test. Another added challenge for some […]
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications
Tagged Board turnover, COVID-19, Disclosure, Executive turnover, Form 8-K, Management, Risk, Succession
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Navigating Strategic Alternatives in Distressed Scenarios: Takeaways for Boards
As the economy continues to experience daily turmoil in the wake of the COVID-19 crisis, it becomes increasingly likely that some companies will feel the need to enter into dilutive financings and downside exits. This new reality poses heightened challenges for boards and increases the likelihood of litigation, as has occurred in past downturns. For […]
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Posted in Bankruptcy & Financial Distress, Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Appraisal rights, Boards of Directors, Delaware cases, Delaware law, Distressed companies, Fairness review, Merger litigation, Mergers & acquisitions, Securities litigation, Special committees
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Governance Litigation and the COVID-19 Pandemic
The pandemic has created massive business disruption, and weeks or months of further market dislocation and volatility seem certain. Equally certain is that stockholder lawsuits will appear as (or perhaps even before) the disruption begins to resolve. Delaware’s Caremark doctrine—which requires directors to monitor the corporation’s compliance with the law and to address indications of […]
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Posted in Practitioner Publications, Securities Litigation & Enforcement
Tagged Board monitoring, Boards of Directors, Caremark, COVID-19, Director liability, Liability standards, Risk, Risk management, Risk oversight, Securities litigation, Shareholder suits
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