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

Accounting Class Action Filings and Settlements: 2019 Review and Analysis

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, April 9, 2020

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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Proactively Adopting a Poison Pill in Response to the COVID-19 Crisis

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, April 8, 2020

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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Purchasing Portfolio Company Debt—Threshold Issues for Private Equity Sponsors

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, April 8, 2020

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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Director Oversight in the Context of COVID-19

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, April 8, 2020

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

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, April 8, 2020

[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

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, April 7, 2020

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

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, April 7, 2020

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

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, April 7, 2020

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

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, April 7, 2020

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

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Monday, April 6, 2020

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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