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

Effective Disclosure Controls Concerning Cybersecurity Breaches and Risks

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, August 18, 2021

In yet another important signal of the SEC’s increasing focus on how public companies respond to, and issue disclosures concerning, significant cyber breaches, the Commission announced yesterday that it had entered into a settled administrative order with Pearson plc, finding violations of the negligence-based antifraud provisions of the Securities Act and imposing a $1 million […]

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Board Diversity Deliberations

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, August 17, 2021

Director support among U.S.-listed companies is dropping this year as investors expect boards to accelerate their diversity commitments for not only gender, but also racial and ethnic diversity. Average support for director elections at S&P 500 companies dropped to 96.1% in the first half of 2021, and a similar decline has also been exhibited in […]

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The Need to Validate Exogenous Shocks: Shareholder Derivative Litigation, Universal Demand Laws and Firm Behavior

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, August 17, 2021

As researchers in finance and accounting seek to identify causal relationships in “real-world” data, they often turn to legal changes to provide a quasi-exogenous shocks. As a recent example, a growing number of academic use the adoption of universal demand (UD) laws to examine the causal effect of litigation risk on various firm outcomes (e.g., […]

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What Boards Need to Know Before, During, and After an Acquisition

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, August 17, 2021

Making an acquisition is a major step for a company. For all the possible benefits, however, there are many challenges that can derail a deal and destroy the anticipated shareholder value. Navigating those pitfalls is vital to an acquisition delivering on its potential. Here are the steps boards should take at each stage of an […]

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Blackrock Flexes Its Muscles During the 2020-21 Proxy Period

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Monday, August 16, 2021

Although BlackRock, which manages assets valued at over $9 trillion, and its CEO, Laurence Fink, have long played an outsized role in promoting corporate sustainability and social responsibility, BlackRock has also long been a target for protests by activists. As reported by Bloomberg, “[e]nvironmental advocates in cities including New York, Miami, San Francisco, London and […]

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Business Groups: Panics, Runs, Organ Banks and Zombie Firms

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Monday, August 16, 2021

Unlike in the US, large firms in many foreign stock markets come in business groups: sets of seemingly distinct firms—each with its own stock price, annual reports, public shareholders, board of directors and CEO—but all effectively controlled by on apex firm, often itself controlled by a tycoon of wealthy family. Business groups were commonplace in […]

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Let Your Mission Guide Your Executive Pay

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Monday, August 16, 2021

Many business thinkers have criticized corporate “short-termism” that discourages crucial long-term investments in intangible capabilities. Executive pay programs get much of the blame, as even “long-term incentives” last only three years, with the goals for each year’s tranche reset annually. Those brief periods are understandable given that most company strategies in fast-paced markets require agile […]

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DOJ Indicts Founder of Nikola for Allegedly Defrauding Retail SPAC Investors

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Sunday, August 15, 2021

On July 29, 2021, the U.S. Attorney’s Office for the Southern District of New York unsealed a securities and wire fraud indictment against Trevor Milton, the founder and one-time chairman of Nikola Corporation (“Nikola”), a pre-revenue electric- and hydrogen-powered vehicle company which went public through a merger with a special-purpose acquisition company (“SPAC”). The Indictment […]

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Don’t Wait to Prepare for an Emergency Succession

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Saturday, August 14, 2021

Most boards address emergency CEO succession in some way, even if it’s just discussing the “name in the envelope” who could be quickly tapped for an interim period of time. The COVID-19 crisis underscored the importance of having a robust, formal emergency succession plan and raised questions about how prepared most organizations really are. In […]

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2021 Proxy Season Trends: Executive Compensation

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Friday, August 13, 2021

Average support remains high in 2021, currently approximately 90.8% at Russell 3000 companies, reflecting similar averages compared to 2020 in the same period, despite a higher failure rate in 2021 to date compared to 2020 (see below) Proxy advisory firms continue to have a significant impact on vote results, although current ISS “against rates” are […]

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