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HLS Faculty & Senior Fellows
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
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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Buyback Critics Are Not Letting the COVID-19 Crisis Go to Waste
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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Posted in Academic Research, Financial Crisis, HLS Research, Securities Regulation
Tagged Bailouts, Capital markets, CARES Act, COVID-19, Financial crisis, Repurchases, Securities regulation, Shareholder value
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Rights Plans (“Poison Pills”) in the COVID-19 Environment—“On the Shelf and Ready to Go”?
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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Posted in Boards of Directors, Corporate Elections & Voting, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, COVID-19, Delaware law, Financial crisis, Firm valuation, Management, Market reaction, Poison pills, Proxy advisors, Proxy voting, Shareholder activism, Shareholder rights, Systemic risk, Takeover defenses
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COVID19 Legal Issues: Company Obligations and Risk
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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Posted in Accounting & Disclosure, Practitioner Publications, Securities Regulation
Tagged Contracts, COVID-19, Disclosure, Financial reporting, Human capital, Risk, SEC, Securities regulation, Shocks
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Activists Will Show Their True Colors in COVID-19 Pandemic
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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Posted in Boards of Directors, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, COVID-19, Hedge funds, Long-Term value, Mergers & acquisitions, Proxy contests, Repurchases, Shareholder activism, Shareholder voting, Shocks
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Glass Lewis’ Approach to Governance in Times of the Coronavirus Pandemic
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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Posted in Boards of Directors, Corporate Elections & Voting, ESG, Institutional Investors, Practitioner Publications
Tagged Board performance, Boards of Directors, COVID-19, Dividends, Engagement, ESG, Executive Compensation, Institutional Investors, Pay for performance, Proxy advisors, Repurchases, Shareholder activism, Shareholder meetings, Shareholder proposals, Shareholder voting, Virtual meetings
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