Corporate governance dilemma

Corporate boards are being urged to adopt explicit policies on whether to pursue lawful tariff refunds after CBP opened the CAPE portal on April 20, 2026. (cbp.gov) U.S. Customs and Border Protection said Phase 1 of its Consolidated Administration and Processing of Entries (CAPE) launches April 20, 2026 and accepts CSV “CAPE Declarations” for unliquidated entries and entries within about 80 days of liquidation. Advisors and analysts estimate roughly $166 billion to $175 billion in duties could be at stake and more than 330,000 importers across some 53 million entries may be eligible to seek refunds. (rsmus.com) Governance groups and law firms — including the National Association of Corporate Directors and DLA Piper guidance — have told boards to treat the refund question as an oversight issue tied to directors’ fiduciary duties of care and loyalty. (nacdonline.org) Legal and tax advisers are urging companies to make refund claims a strategic, cross‑functional decision involving tax, trade, legal, procurement and communications teams rather than a routine customs filing. (thomsonreuters.com) The urgency follows the U.S. Supreme Court’s Feb. 20, 2026 ruling that IEEPA did not authorize those tariffs and subsequent Court of International Trade orders directing CBP to reliquidate entries. (cnbc.com) Carriers and logistics firms including UPS and FedEx have begun filing some claims, and CBP and RSM say accepted CAPE submissions could generate refunds within roughly 60–90 days, subject to review. (msn.com) Many companies’ CFOs say they do not plan to pass refunds through to consumers, while political leaders have signaled scrutiny — President Trump said he would “remember” companies that don’t seek refunds, underscoring the reputational calculus. (finance.yahoo.com) Corporate advisers and governance experts recommend boards adopt written policies now that define who decides to file, how proceeds will be used, and what disclosures will be made during the CAPE rollout. (nacdonline.org)