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

Buyback Critics Are Not Letting the COVID-19 Crisis Go to Waste

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, April 2, 2020

Critics of stock buybacks, heeding Rahm Emanuel, are not letting a serious crisis go to waste. They found a way to blame repurchases for COVID-19’s economic fallout, and are exploiting COVID-19 to try to curb their use. But critics’ claims are faulty, and proposed buyback restrictions may well exacerbate COVID-19’s ill effects. Buyback critics have […]

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Rights Plans (“Poison Pills”) in the COVID-19 Environment—“On the Shelf and Ready to Go”?

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, April 2, 2020

The human and business challenges confronting America from the COVID-19 pandemic are unprecedented. These global challenges have also emerged during a time when most companies have unfortunately given up nearly all of the traditional and effective “takeover” defenses like classified boards, have structural profiles that do not deter (and may invite) opportunistic attack and whose […]

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Annual Shareholders Meeting in the Time of COVID-19

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, April 2, 2020

In light of COVID-19, many public companies are considering changes to their upcoming annual shareholder meetings. Several high-profile companies, including Berkshire Hathaway and Starbucks, have announced a switch to virtual-only annual meetings this year, while other companies may consider adding a virtual participation option to an in-person meeting (a “hybrid”). Other companies may consider delaying […]

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COVID19 Legal Issues: Company Obligations and Risk

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, April 2, 2020

As the coronavirus disease 2019 (“COVID-19”) spreads across the globe, we are beginning to see the first major impacts on businesses, financial markets, and international trade and commerce, with analysts increasingly pessimistic about a near-term solution. In this climate, our clients should expect to confront a range of legal issues related to the outbreak and […]

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Activists Will Show Their True Colors in COVID-19 Pandemic

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, April 1, 2020

As a result of the COVID-19 pandemic, a number of public companies have seen their market capitalization and value of their common stock decline precipitously. Fortunately for many companies who are not currently facing an activist attack, director nomination and business matter proposal deadlines for annual meetings have passed for the current proxy season. For […]

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Glass Lewis’ Approach to Governance in Times of the Coronavirus Pandemic

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, April 1, 2020

The Coronavirus (COVID-19) pandemic is expected to continue for up to 18 months. With the extraordinary impact the pandemic is already having on companies and markets around the world today, Glass Lewis has been scenario planning in order to consider how this will impact governance and broader ESG issues in the present and future. As […]

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Lessons from 2008 for Management and the Board

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, April 1, 2020

This second week of March, company management and boards of directors have been confronted with a tumultuous decline in stock prices reminiscent of the 2008 Great Recession, albeit triggered by very different circumstances. Although the causes are different, there are lessons and experiences in the context of M&A and activism from the days and months […]

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COVID-19 and Shareholder Activism—The Impact

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, March 31, 2020

No area is immune from the effects of the current COVID-19 crisis, including shareholder activism. For shareholders contemplating or already conducting an activist type campaign at a company, COVID-19 leads to logistical impediments and shifts in timing and strategy, but, importantly, also creates opportunities for savvy investors. Practical Impediments in Director Nominations At this time […]

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COVID-19: What Compensation Committees Should Be Thinking About Today

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, March 31, 2020

The COVID-19 pandemic has in a matter of weeks upended life in America, including in American business. Public companies have witnessed dramatic decreases in market value and business challenges that were largely unexpected weeks ago. Executive compensation programs must adjust to the new reality and continue to motivate leadership and performance. While every company will […]

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“Stop, Look and Listen”—Improving the SEC’s Proposed Rules on Proxy Advisors

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, March 31, 2020

Executive Summary The publication of a “Stop, Look and Listen” communication is explicitly embraced in the SEC’s tender offer rules as a method for alerting shareholders that more information will soon be available that could influence their decision to tender or retain their shares. Such communications ask investors to pause until the target of the […]

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