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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
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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Executive Compensation Programs & COVID-19
COVID-19 (coronavirus) has thrust the global community into a health and financial crisis that changes daily. We have seen marked stock market declines, an unraveling of crude oil inventory controls and a significant drop in oil prices amid increasing supply and decreasing demand. The economic outlook has changed considerably since the beginning of the year […]
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Posted in Accounting & Disclosure, Executive Compensation, Financial Crisis, Practitioner Publications
Tagged COVID-19, Executive Compensation, Financial crisis, Long-Term value, Management, Pay for performance, Shareholder value
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SEC–Exempt Offerings
On March 4, 2020, the Securities and Exchange Commission (the “SEC”) proposed amendments to certain rules under the Securities Act of 1933, as amended (“Securities Act”) that are intended to, among other things, address gaps and complexities in the exempt offering framework that may impede access to investment opportunities for investors and capital for issuers. […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Regulation
Tagged Accredited investors, Capital formation, Disclosure, Equity offerings, Registration exemptions, Regulation D, Rule 506, SEC, Securities regulation
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Weekly Roundup: March 27–April 2, 2020
The Impact of COVID-19 on Executive Compensation Posted by Greg Arnold and Todd Sirras, Semler Brossy Consulting Group, LLC, on Friday, March 27, 2020 Tags: Boards of Directors, COVID-19, Executive Compensation, Incentives, Market reaction, Pay for performance, Shocks Can Investors Time Their Exposure to Private Equity? Posted by Gregory W. Brown (University of North Carolina), on Friday, March 27, 2020 Tags: Agency costs, Buyouts, Capital allocation, Capital markets, Private […]
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Posted in Weekly Roundup
Tagged Weekly Roundup
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