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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
ISS Signals: More Understanding for Poison Pills and Skepticism for Activist Campaigns During the COVID-19 Crisis
In the midst of the COVID-19 pandemic, shareholder rights plans or “poison pills” continue to be a hot topic in Corporate America. As explained in our previous Sidley Update (Should Boards Adopt a Poison Pill in the COVID-19 Crisis?), the combination of high trading volumes and extreme levels of market volatility, along with the use […]
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Posted in Boards of Directors, Institutional Investors, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, Hostile takeover, Institutional Investors, Institutional Shareholder Services Inc., Mergers & acquisitions, Poison pills, Proxy advisors, Shareholder activism, Takeover defenses
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The Importance of Disclosure For Investors, Markets and Our Fight Against COVID-19
The SEC’s three part mission—maintain market integrity, facilitate capital formation and protect investors—takes on particular importance in times of economic uncertainty. Disclosure—providing the public with the information necessary to make informed investment decisions—is fundamental to furthering each aspect of our mission. In the coming weeks, our public companies will be issuing earnings releases and conducting […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Regulation, Speeches & Testimony
Tagged COVID-19, Disclosure, Financial reporting, Investor protection, SEC, Securities regulation, Transparency
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Protecting Investors in a Time of Crisis: A Response to Those Who Would Utilize COVID-19 to Eviscerate Investor Protection
We live in troubled times. The current pandemic crisis poses challenges to all of us and more broadly to the system of justice in which we collectively work. But it is precisely at times such as these when ideas like “access to justice” and “investor protection” become more, not less relevant. On March 23, 2020, […]
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Posted in Corporate Elections & Voting, Financial Crisis, Practitioner Publications, Securities Regulation
Tagged COVID-19, Derivative suits, Financial crisis, Investor protection, Misconduct, Shareholder activism, Shareholder rights, Shareholder suits
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Weekly Roundup: April 3–9, 2020
SEC–Exempt Offerings Posted by Jonathan Adler, Stacey Song, and Jessica Forbes, Fried, Frank, Harris, Shriver & Jacobson LLP, on Friday, April 3, 2020 Tags: Accredited investors, Capital formation, Disclosure, Equity offerings, Registration exemptions, Regulation D, Rule 506, SEC, Securities regulation Executive Compensation Programs & COVID-19 Posted by Ryan Resch, Becky Huddleston and Andy Goldstein, Willis Towers Watson, on Friday, April 3, 2020 Tags: COVID-19, Executive Compensation, Financial crisis, Long-Term value, Management, Pay […]
Click here to read the complete postA Turn Back to “Poison Pills” in Response to the Coronavirus Pandemic
The Coronavirus pandemic has been both a public health and an economic disaster. Stock prices have declined precipitously. As a result, many companies are turning their attention to whether their corporate governance structures enable them to protect their long-term shareholders from those who may seek to exploit the current situation by amassing a significant position […]
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Posted in Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Institutional Investors, Poison pills, Shareholder rights
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Are Corporate Payouts Abnormally High in the 2000s?
At the turn of the century, financial economists worried about “disappearing dividends” (Fama and French, 2001). Times have changed. In recent years, the media and politicians have been increasingly concerned about the magnitude of corporate payouts. These concerns are primarily focused on the size of stock buybacks rather than dividend payments. For example, Senator Marco […]
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Posted in Academic Research, Accounting & Disclosure
Tagged Dividends, Firm performance, Payouts, Repurchases, Shareholder value
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Annual General Meetings & COVID-19
In response to the COVID-19 pandemic, securities regulators in several countries have published guidance that affords publicly listed companies greater flexibility regarding the type of annual general meeting (AGM) they can hold as well as when it can be held. As of March 31, the total number of meetings postponed or cancelled globally because of […]
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Posted in Boards of Directors, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, COVID-19, SEC, Securities regulation, Shareholder meetings, Virtual meetings
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Accounting Class Action Filings and Settlements: 2019 Review and Analysis
Executive Summary Securities class action filings involving accounting allegations reached a record level as the overall trend of core filings against larger defendant firms continued. While the total value of accounting class action settlements declined, the median accounting case settlement amount rose in 2019. There were 169 securities class actions involving accounting allegations (accounting case […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement
Tagged Accounting, Class actions, Merger litigation, Securities litigation, Settlements
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Proactively Adopting a Poison Pill in Response to the COVID-19 Crisis
Key Points: Hostile takeover activity and stockholder activism often correspond with or follow periods of extreme market volatility and investor uncertainty. In the current environment, a significant uptick in adoptions of stockholder rights plans (so-called “poison pills”) is expected as companies confront a sharp decline in stock prices and face public valuations that may not […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, COVID-19, Hostile takeover, Institutional Investors, Poison pills, Proxy advisors, Shareholder activism, Shareholder voting, Takeover defenses
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Purchasing Portfolio Company Debt—Threshold Issues for Private Equity Sponsors
Introduction The coronavirus (COVID-19) emergency has led to the debt of many companies in private equity portfolios trading at a significant discount. As a result, an increasing number of private equity sponsors are strongly considering whether to purchase portfolio company debt in the secondary market as an investment opportunity. At the same time, the portfolio […]
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Posted in Bankruptcy & Financial Distress, Practitioner Publications, Private Equity, Securities Regulation
Tagged Bankruptcy, Conflicts of interest, Contracts, Corporate debt, COVID-19, Debt contracts, Materiality, Private equity, Securities regulation
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