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

How Boards Can Prepare for Unplanned Catastrophic Events

Corporate boards have a fiduciary responsibility to manage risk, especially against major events that could overwhelm an organization and devastate shareholders’ investments. The Covid-19 pandemic has forced new attention on board’s responsibilities. It’s tempting to call this pandemic a black swan, a calamity so unexpected that companies could not have prepared for it. But experts […]

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SEC Expands Definition of “Accredited Investor”

On August 26, 2020, the Securities and Exchange Commission (the “SEC”) adopted amendments to the definition of “accredited investor” in Rule 501(a) of Regulation D under the Securities Act of 1933 (“Securities Act”), which expand the category of investors eligible to participate in private offerings under Regulation D. The amendments create new categories of accredited […]

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Weekly Roundup: September 11–17, 2020

SEC Changes Rules Affecting Risk Factors, Litigation and Disclosures by US Public Companies Posted by Valerie Ford Jacob, Pamela Marcogliese and Michael Levitt, Freshfields Bruckhaus Deringer LLP, on Friday, September 11, 2020 Tags: Disclosure, Environmental disclosure, Form 10-K, Form 10-Q, Human capital, Risk disclosure, SEC, SEC rulemaking, Securities litigation, Securities regulation What to Do About Annual Incentive Plans in the Pandemic Posted by John Borneman, Blair […]

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Funding the Future: Investing in Long-Horizon Innovation

Executive Summary Effective long-term capital allocation is fundamental for innovating and creating value; investment in research and development (R&D) fuels this growth. Successful R&D can be transformational for an organization and for broader society. But while worldwide spending on R&D has slowly increased, R&D returns have been declining. What’s driving this decline? Emerging evidence suggests […]

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Posted in Comparative Corporate Governance & Regulation, Empirical Research, Practitioner Publications | Tagged , , , , , , | Leave a comment

California Bill Requires Companies to Include Directors From Underrepresented Communities on their Boards

On August 30, 2020, the California State Legislature passed a new and unprecedented bill intended to promote greater diversity in corporate boardrooms. If signed into law by the governor, California’s Assembly Bill (AB) 979 would require each publicly held corporation whose principal executive offices are located in California to have a minimum number of directors […]

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Lessons from Anthem-Cigna

In In re Anthem-Cigna Stockholders Litigation (Aug. 31, 2020), the Delaware Court of Chancery characterized the rise and fall of the proposed merger of equals of Cigna, Inc. and Anthem Corporation as a “corporate soap opera, [with] the members of executive teams at Anthem and Cigna play[ing] themselves [and] [t]heir battle for power span[ing] multiple […]

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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation | Tagged , , , , , , , , | Leave a comment

The Workforce Takes Center Stage: The Board’s Evolving Role

As organizations respond to recent events related to COVID-19 and social justice movements, many strategic businesses, operating, and investment plans for 2020 and beyond have become irrelevant, impracticable, or both. These events have challenged the status quo. As a result, for boards and managements, the ability to lead in highly adaptable and decisive ways is […]

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Boards Should Care More About Recent “Caremark” Claims and Cybersecurity

There have been several cases in the last two years relating to the landmark Caremark case that established the key precedent surrounding the role and performance of corporate director responsibilities and director liability when it comes to the exercise of risk oversight. In many of the cases, there is a clear roadmap for plaintiff’s attorneys and claims […]

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California Court Enforces Federal Forum Provision for IPO Securities Lawsuits

On September 1, 2020, the California Superior Court, San Mateo County, granted a motion to dismiss a putative securities class action brought under the federal Securities Act of 1933 because the company’s charter provided that such lawsuits may only be maintained in federal court. The ruling was long awaited by companies, securities litigators, and observers […]

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The Stakeholder Model and ESG

Introduction In August 2019, the Business Roundtable (BRT) released its new stakeholder model of the revised purpose of the corporation, stating explicitly that businesses exist to serve multiple stakeholders—including customers, employees, communities, the environment, and suppliers—in addition to shareholders. This new model was publicly supported by 181 CEOs of major corporations. It could have a […]

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