Nvidia’s crisis has corporate governance experts reaching for the popcorn

Nvidia’s stock sank 5.47% on Tuesday, following a 4% drop on Monday, a loss of about 9.5% in two days, even though there wasn’t much news out of the company. CEO Jensen Huang has reportedly been trying to conduct business as usual after admitting an extramarital affair with Alice Huang, a former executive at Nvidia customer Megaspeed whom U.S.

intelligence agencies believe was spying for China. The biggest development seemed to be that Nvidia’s board hired the law firm Wachtell, Lipton, Rosen & Katz to conduct its investigation. What comes next is mostly a guessing game, even for the people who study how boards are supposed to handle crises. Two corporate governance professors, Ann Lipton of the University of Colorado and Todd Henderson of the University of Chicago, say there is no real precedent for a CEO caught up in a suspected honeypot. And while they have views on what the investigation should ask, like everyone else, they’re watching to see how it plays out. “There have actually been affair cases and sexual harassment cases,” Lipton said, but was quick to add that she doesn’t know of previous cases that also involve potential national security compromises. Henderson, whose research interests include corporations, securities regulation, and law and economics, said much depends on facts few people have yet, including, most importantly, what, if anything, Alice Huang got out of Jensen Huang. (Secrets about Nvidia’s fabs or chip designs would matter to the Justice Department. Ordinary corporate information probably would not.) Lipton described the investigation led by Nvidia’s independent board members, with their own outside counsel, as perhaps the most “standard” aspect of the whole affair so far. She also observed that an investigation will be “exactly as thorough” as the directors running it want it to be, which is also standard. Henderson made a related point about incentives, saying that Washington law firms that conduct internal investigations “know who pays their bills.” He didn’t suggest that is happening here. Lipton said she sees three lines of inquiry, including whether the law was broken, whether Huang violated Nvidia’s internal policies, and whether the board was misled, including how forthcoming he was and when he was on notice. It’s notable, as Wired reported Monday, that Huang hired a PR crisis firm known for handling sex scandals a full year ago. Of course, the driver could have been about the affair alone. It’s unclear when Huang learned Alice Huang was a suspected spy.