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Program on Corporate Governance Advisory Board
- Peter Atkins
- David Bell
- Kerry E. Berchem
- Richard Brand
- Daniel Burch
- Paul Choi
- Jesse Cohn
- Arthur B. Crozier Christine Davine
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Tarik Samman
Dual Class Contracting
Dual-class structures are one of the most controversial topics in corporate governance. Many find them objectionable, on the grounds that they violate fundamental principles of shareholder democracy, reduce accountability of managers, and distort the controller’s incentives to create value for all shareholders. Others, in contrast, believe that dual-class structures protect the founders’ entrepreneurial vision from […]
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Posted in Academic Research
Tagged dual-class structure, IPOs, shareholder democracy, Shareholder voting
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Do Investors Care about Biodiversity?
Biodiversity Loss and its Consequences Biodiversity, the variety of living organisms in all habitats, is deteriorating at an unprecedented and alarming rate. Biodiversity collapse jeopardizes the goods and services humans obtain from all ecosystems, with potentially far-reaching economic implications. Given the potentially dramatic financial consequences of the loss of biodiversity, firms, investors, and financial market […]
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Posted in Academic Research
Tagged Biodiversity, CBF, investors, TNFD
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The short-termism trap: Catering to informed investors with limited horizons
Introduction Publicly traded firms face pressure from equity market investors with short investment horizons. This forces companies to make decisions that favor immediate gains over long-term value creation. But existing economic models of short termism cannot explain how this could be seriously damaging to the economy. In our recent study, “The Short-Termism Trap: Catering to […]
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Posted in Academic Research, Uncategorized
Tagged investors, Publicly Traded Companies, Shareholders, Short-termism
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Special Committee Midyear Report
This issue of the Debevoise & Plimpton Special Committee Report surveys corporate transactions announced during the first half of 2024 that used special committees to manage conflicts, and key Delaware judicial decisions rendered during this period that relate to issues relevant to the use of special committees.
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Posted in Practitioner Publications, Uncategorized
Tagged Delaware Supreme Court, Proxy disclosure, stockholders, TerraForm, TRA
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Imputing Proxy Advisor Recommendations
The recommendations of proxy advisors are the subject of extensive academic research. Yet in recent years, proxy advisor recommendations have become largely unavailable for use in academic research. In a recent paper, I use shareholder votes to impute the recommendations of the two major proxy advisors with a high degree of accuracy. I place the […]
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Posted in Academic Research, Uncategorized
Tagged Glass Lewis, ISS, Proxy Advisor, Shareholder voting
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Under Pressure—Rethinking Board Practices
Today’s corporate boards are facing unprecedented challenges, an evolving and expanding risk profile—and a significantly heavier workload. Demands of board service have risen as director responsibilities must take into account increased regulation, expanding concepts of risk oversight, a highly complex business environment, geopolitical factors, and social dynamics. Even those who adhere to notions of shareholder […]
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Posted in Practitioner Publications, Uncategorized
Tagged Board of Directors, Corporate governance, Director, logistics
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Significant Amendments to the DGCL Are Set to Become Effective
On August 1, 2024, an extensive and important set of amendments to the Delaware General Corporation Law (the DGCL) will become effective. The amendments, which will apply both prospectively and retrospectively, were largely intended to address several recent Delaware Court of Chancery decisions that many practitioners considered inconsistent with prevailing market practice. Our previous client […]
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Posted in Practitioner Publications, Uncategorized
Tagged Crispo v. Musk, Delaware Court of Chancery, DGCL, M&A, moelis
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Weekly Roundup: August 2-8, 2024
Chancery Finds 26.7% Stockholder Was Not a Controller Posted by Gail Weinstein, Philip Richter, and Steven Epstein, Fried, Frank, Harris, Shriver & Jacobson LLP, on Friday, August 2, 2024 Tags: AstraZeneca, Board of Directors, Disclosure, Stockholder Court Dismisses Most of SEC’s Claims Against SolarWinds Posted by Robert W. Downes, Nicole Friedlander and Paulena B. Prager, […]
Click here to read the complete postThe Credit Markets Go Dark
Investment funds deploying “private credit” investment strategies—primarily in the form of senior secured lending to companies—managed only $400 million in 2000, yet reached $1.5 trillion in 2023. In The Credit Markets Go Dark, we describe how private credit funds are reshaping corporate governance and corporate finance and offer new data capturing its meteoric rise. The […]
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Posted in Academic Research, Uncategorized
Tagged Bankruptcy, corporate finance, equity, Private credit
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Shareholder Proposal Developments During the 2024 Proxy Season
This update provides an overview of shareholder proposals submitted to public companies during the 2024 proxy season, including statistics and notable decisions from the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) on no-action requests.
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Posted in Practitioner Publications, Uncategorized
Tagged anti-ESG, ESG, Proxy season, SEC, Shareholder proposals
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