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Program on Corporate Governance Advisory Board
- Peter Atkins
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HLS Faculty & Senior Fellows
Author Archives: Tarik Samman
Governance of transformation amid an uncertain business climate
Why it matters It seems an understatement to characterize the current state of global affairs as “volatile.” If the past few years have shown anything, it’s that boards can be certain of at least one thing: an uncertain governance landscape. Volatility wrought by a pandemic, economic upheavals, and geopolitical conflict—to name just a few challenges […]
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Posted in Practitioner Publications
Tagged Artificial intelligence, Board of Directors, Corporate governance, Strategies
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Litigation Risk and Strategic M&A Valuation
The vast majority of mergers and acquisitions (M&As) in recent decades employ fairness opinions (FOs). FOs are provided by an outside advisor (typically an investment bank), and reflect the advisor’s opinion that the terms of the transaction are “fair” to the shareholders from a financial perspective. Advisors support their opinion that the deal terms are […]
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Posted in Academic Research
Tagged DCF, litigation, M&A, Transkaryotic
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Nasdaq toughens up suspension and delisting process for SPACs
Nasdaq has just filed a proposal, Notice of Filing and Immediate Effectiveness of Proposed Rule Change to Amend Certain Procedures Related to the Suspension and Delisting of Acquisition Companies, designed to address the suspension and delisting process applicable to Acquisition Companies, companies such as SPACs with business plans to complete one or more acquisitions, as described in […]
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Posted in Practitioner Publications
Tagged IPOs, NASDAQ, Rule 5810, Rule IM-5101-2, SPACs
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Anti-ESG Proposals Surged in 2024 But Earned Less Support
Shareholder proponents who do not support limiting corporate environmental impacts, promoting diversity, or providing investors with more ESG disclosure flooded this year’s corporate annual meeting agendas. They filed more than 100 shareholder proposals and 81 had gone to votes as of June 30, 2024. Support averaged only 1.9 percent, less than half what they earned […]
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Posted in Practitioner Publications
Tagged anti-ESG, Board of Directors, Diversity, Environment, ESG, SEC
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Multiple-voting shares in Europe – A comparative law and economic analysis
Whether the rule should be one share, one vote or multiple-voting shares (dual-class stock) is, in international legal and economic terms, highly controversial. The European Union’s 27 Member States as well as the United States all have very different rules. Lately the EU has attempted a harmonization. On February 14, 2024, the European Council agreed […]
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Posted in Academic Research
Tagged EU, MTF Market, Multiple Voting Rights Directive, Voting Shares
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Business Judgment and Valuing Impacts
Introduction About twelve years ago, when we first wrote about the relevance of social and environmental information to corporate governance[1], scholars and practitioners alike raised three main issues: Why is social-environmental information a relevant legal and accounting problem?[2] How can “non-financial” issues be measured? Should they be relevant and measured for decision-making? In the meantime, […]
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Posted in Academic Research, Practitioner Publications
Tagged Climate, CSR, ESG, SEC, Sustainable Governance
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Delaware Governor Signs Controversial “Market-Practice” Amendments to General Corporation Law
Key Takeaways Amendments were adopted to restore market practices impacted by three recent Court of Chancery decisions. Amendments simplify the approval of a merger by a board of directors, thereby removing the potential for certain technical foot faults. Amendments permit parties to a merger agreement to contract for the ability to seek penalties or consequences […]
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Posted in Delaware Law Series, Practitioner Publications
Tagged Board of Directors, Court of Chancery, DGCL, Merger, Stockholder
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Negative Trading in Congress
We previously have investigated short selling in several empirical settings, including “negative activism” that targets companies. In our most recent study, we turn to short selling by members of Congress – “negative trading in Congress” – a controversial topic that might seem more appropriate for a blockbuster film than for academic study. Yet we show […]
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Posted in Academic Research
Tagged Congress, Insider trading, stock market, stock prices
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Not Even a Raging Bull Market Can Rescue SPACs
Special-purpose acquisition companies, better known as SPACs (also referred to as “blank check companies”), which have continued to unravel practically en masse while carving out their place in the lore of investing manias. The recent Chapter 11 filing of Fisker, Inc., an EV automaker taken public in late 2020 via a reverse merger with a […]
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Posted in Practitioner Publications
Tagged IPO, Market Value, S&P 500, SPAC
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