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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
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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Going Private Transactions
The stock market downturn in the midst of the Coronavirus pandemic has generated increased interest in taking public companies private. Many boards of directors may not be receptive to these transactions in the near term, anticipating that their companies should recover when the crisis passes, and recognizing that the financing market creates risk and uncertainty. […]
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Posted in Boards of Directors, Mergers & Acquisitions, Practitioner Publications, Private Equity, Securities Litigation & Enforcement, Securities Regulation
Tagged Boards of Directors, Disclosure, Fairness review, Go-shop, Going private, Mergers & acquisitions, Private equity, Revlon, Rule 13e-3, Schedule 13D, Securities litigation, Securities regulation, Special committees
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Delaware Emergency Order: Remote Shareholder Communication Meetings
In a client alert issued by Olshan’s Shareholder Activism Group last week, we reported that certain factions within the Delaware State Bar Association (“DSBA”) were attempting to fast track an amendment to Section 110 of the Delaware General Corporation Law (“DGCL”) that would allow Delaware corporations to postpone their annual meetings of stockholders in light […]
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Posted in Boards of Directors, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, COVID-19, Delaware law, DGCL, Securities regulation, Shareholder meetings, Virtual meetings
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Is a Replacement for Your Short-Term Incentive Plan Right for You?
When it comes to 2020 incentive arrangements for calendar-year-end companies, COVID-19’s arrival in the United States could not have come at a worse time. The vast majority of these incentive plans were approved by compensation committees in February, prior to many businesses being thrust into financial and public-market turmoil. When these plans were approved, it […]
Click here to read the complete postInspection of PCAOB-Registered Chinese Auditor
As the leading U.S. voice for effective corporate governance and strong shareholder rights, CII believes that accurate and reliable audited financial statements are critical to investors in making informed decisions, and vital to the overall well-being of our capital markets. Consistent with our policies, we first shared with you our concerns about PCAOB-registered firms located […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement
Tagged Accounting, Accounting irregularities, Accounting standards, Audits, Foreign firms, International governance, PCAOB, Securities enforcement
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Weekly Roundup: April 10–16, 2020
Protecting Investors in a Time of Crisis: A Response to Those Who Would Utilize COVID-19 to Eviscerate Investor Protection Posted by Mark Lebovitch, Jeroen van Kwawegen, and Greg Varallo, Bernstein Litowitz Berger & Grossmann LLP, on Friday, April 10, 2020 Tags: COVID-19, Derivative suits, Financial crisis, Investor protection, Misconduct, Shareholder activism, Shareholder rights, Shareholder suits The Importance of Disclosure For Investors, Markets and Our […]
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On March 4, 2020, the SEC voted 3-1 to propose amendments to “simplify, harmonize, and improve certain aspects” of the framework for offerings exempt from Securities Act registration. The amendments cover a number of areas, including integration, general solicitation and offering communications, and Rule 506(c) verification requirements. We discuss below selected key aspects of the […]
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Posted in Practitioner Publications, Securities Regulation
Tagged Capital formation, Capital markets, Equity offerings, IPOs, Registration exemptions, Regulation D, Rule 506, Safe harbor, SEC, SEC rulemaking, Securities Act, Securities regulation, Solicitation
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Stop Blaming Milton Friedman!
In a much-cited, much-discussed 1970 article the New York Times entitled “The Social Responsibility of Business is to Increase its Profits” the renowned economist Milton Friedman harshly criticized those in the business community who maintained that private enterprises had a mission to promote desirable social ends. What the Times labelled a “Friedman doctrine” reputedly constituted […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Corporate Social Responsibility
Tagged Corporate Social Responsibility, Director primacy, Hostile takeover, Milton Friedman, Pay for performance, Shareholder activism, Shareholder primacy, Shareholder rights, Shareholder value, Stakeholders
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