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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
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 […]
Click here to read the complete postLong-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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Posted in ESG, Executive Compensation, Practitioner Publications
Tagged ESG, Executive Compensation, Incentives, Long-Term value, Pay for performance, Shareholder value, Stakeholders
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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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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications
Tagged Advanced notice, Boards of Directors, Books and records, COVID-19, NYSE, Shareholder meetings, State law, Virtual meetings
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Rewriting the Poison Pill Prescription: Consider Active Defenses During COVID-19
Amidst a market-wide sell-off of public equities in the face of coronavirus uncertainty, companies across nearly every industry have seen significant declines in stock prices over the past several weeks. With the timeline for recovery of financial markets and the broader global economy increasingly unclear, in many cases stock prices no longer reflect the intrinsic […]
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Posted in Institutional Investors, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, Hostile takeover, Institutional Investors, Poison pills, Proxy contests, Shareholder activism, Takeover defenses
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The Atmosphere for Climate-Change Disclosure
Discussions and debates regarding the importance of environmental, social, and governance (ESG) disclosure have continued their fast-paced trajectory over the past several months. In January 2020, the CEO of the world’s largest asset manager stated, “ . . . we will be increasingly disposed to vote against management and board directors when companies are not […]
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Posted in Accounting & Disclosure, Boards of Directors, ESG, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Climate change, Disclosure, Environmental disclosure, ESG, Institutional Investors, Risk disclosure, SASB, SEC, Securities regulation, Sustainability
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Filling the Sponsor PIPE-line
During periods of volatility, companies and investors often seek alternative financing structures that are impacted less by rapidly changing market conditions. With companies needing financing for operations or acquisitions or facing limitations on the availability of refinancing to pay off maturing or expensive debt, a PIPE (a private investment in public equity) by an existing […]
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Posted in Boards of Directors, Corporate Elections & Voting, Mergers & Acquisitions, Practitioner Publications, Private Equity
Tagged Boards of Directors, Equity offerings, Liquidity, Lock-up agreements, Private equity, Public firms, Securities regulation, Shareholder voting, Standstill agreement
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Federal Forum Selection Bylaws for Securities Act Claims
The decision is a positive development for Delaware corporations seeking to reduce duplicative state court litigation arising from public securities offerings. On March 18, 2020, the Delaware Supreme Court issued its long-awaited decision in Salzberg v. Sciabacucchi, holding that federal forum selection bylaws and charter provisions for claims arising under the Securities Act of 1933 […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Delaware cases, Delaware law, DGCL, DGCL Section 102, Forum selection, Jurisdiction, Shareholder suits, State law
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COVID-19 as a Material Adverse Effect (MAC) Under M&A and Financing Agreements
A critical legal issue that has arisen in recent days is whether the COVID-19 pandemic may constitute a “Material Adverse Change” (or “Material Adverse Effect”–both referred to here as a “MAC”) under existing agreements. We expect that every party to a merger agreement or financing agreement will be reviewing the agreement to determine whether any […]
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Posted in Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Acquisition agreements, Adverse effects, COVID-19, Merger litigation, Mergers & acquisitions, Securities litigation, Shocks, Systemic risk
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SEC’s Carve-Out from SOX 404(b) for Low-Revenue Companies
On March 12, the SEC voted (by a vote of three to one, with Commissioner Allison Lee dissenting) to approve amendments to the accelerated filer and large accelerated filer definitions to provide a narrow carve-out for companies that qualify as smaller reporting companies (SRCs) and reported less than $100 million in annual revenues in the […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Regulation
Tagged Accounting, Audits, Filings, Financial reporting, Internal control, Sarbanes–Oxley Act, SEC, SEC rulemaking, Securities regulation, Small firms, SOX Section 404
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Public Statement by SEC Chairman Clayton: Investors Remain Front of Mind at the SEC
Over 57 million American households are invested in our securities markets. The interests of these individuals—our long-term Main Street investors—are the lens through which we evaluate whether we are effectively advancing the SEC’s mission. The 4,500 women and men of the SEC are committed to these investors and the integrity of our markets. The uncertainties […]
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Posted in Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Broker-dealers, COVID-19, Form CRS, Investment advisers, Investor protection, Regulation Best Interest, SEC, Securities regulation
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