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

Director Oversight in the Context of COVID-19

The challenges facing America during the ongoing COVID-19 pandemic are unprecedented. As directors of public companies work to fulfill their oversight responsibilities during this difficult time, there are a number of considerations that need to be addressed by directors and senior management teams working together. Though it is the job of management to develop and […]

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Corp Fin Disclosure Guidance: Topic No. 9 Coronavirus

[On March 25, 2020], the staff of Corp Fin issued Disclosure Guidance Topic No. 9, which offers the staff’s views regarding disclosure considerations, trading on material inside information and reporting financial results in the context of COVID-19 and related uncertainties. The guidance includes a valuable series of questions designed to help companies assess, and to […]

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ESG Disclosures and Litigation Concerns

The publication of the World Economic Forum’s (WEF) proposed core metrics and recommended disclosures under the auspices of the International Business Council, while seeking to align mainstream ESG reporting, has prompted concern about litigation risks. One specific area of concern stems from the proposed framework’s recommended disclosure of scenario analysis. Scenario analysis is a key […]

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Fiduciary Duties During a Time of Volatility

Relevant to the times in which we find ourselves, the Delaware Court of Chancery, in a newly released transcript ruling in K-Bar Holdings LLC v. Tile Shop Holdings, Inc., found a colorable claim that the board of a publicly traded company had breached its fiduciary duties by allegedly sitting on its hands while a stockholder group (which […]

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Thoughts for Boards of Directors in the COVID19 Crisis

Although different in some important respects and rapidly evolving, the global pandemic shares many of the characteristics of other broadscale crisis situations that prior boards of directors have confronted and managed through. That said, most current directors, and a majority of boards, have not faced a crisis of this order of magnitude on the company, […]

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Accounting, Disclosure, and Internal Control Considerations—COVID19

Background Global responses to the coronavirus disease 2019 (COVID-19) outbreak continue to rapidly evolve. COVID-19 has already had a significant impact on global financial markets, and it may have accounting, disclosure, and internal control implications for many entities. Some of the key impacts include, but are not limited to: Interruptions of production. Supply chain disruptions. […]

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Stewardship Engagement Guidance to Companies in Response to COVID-19

As business leaders, we are all concerned about what the outbreak of COVID-19 and its rapid spread mean for the health of our employees, our customers and our companies, as well as the overall resiliency of economies and society. Many of you have already taken extraordinary steps to shift your operations to help, from repositioning […]

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Federal Forum Provision Possible Impact on D&O Insurance

Since the Cyan decision in 2018, plaintiffs have gone hog-wild over state court Section 11 suits. The victory last week in the Delaware Supreme Court in the Sciabacucchi case (pronounced “Sha Ba Cookie”) provides a hopeful path forward for the issuer community. Here are some thoughts on how the decision may impact the D&O insurance […]

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Long-Term Incentive Compensation and Achieving Corporate Purpose

Today’s post discusses the meaning of “corporate purpose” for a business corporation and the role long-term incentive compensation plays in achieving that purpose. (Each business enterprise, of course, will have its own goals and strategies to attain its corporate purpose in its own specific business or businesses.) The dominant purpose of a business corporation is […]

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Postponing/Adjourning Annual Meetings Following COVID-19

In light of the growing concern about COVID-19 (“coronavirus”) in the United States and globally, the U.S. Centers for Disease Control and Prevention (“CDC”) and other public health officials have recommended cancelling large, in-person gatherings for the next several weeks. As a result, some companies may be considering, or may in the coming weeks need […]

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