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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
Clawback Provisions that Go Beyond SEC Requirements are Prevalent Among Large-Cap Companies
In October 2022, the SEC adopted final clawback rules mandated by the Dodd-Frank Act, which required companies listed on the NYSE and Nasdaq to adopt a clawback policy to recover excess incentive compensation from current and former executive officers in the event of a financial restatement. Final listing standards went into effect on October 2, […]
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Posted in Practitioner Publications
Tagged Clawback, Dodd-Frank Act, Executive Compensation, SEC
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Is a delay in the cards for California’s climate accountability laws?
You might recall that, in 2023, California Governor Gavin Newsom signed into law two bills related to climate disclosure: Senate Bill 253, the Climate Corporate Data Accountability Act, and SB261, Greenhouse gases: climate-related financial risk. SB 253 mandates disclosure of GHG emissions data—Scopes 1, 2 and 3—by all U.S. business entities (public or private) with total annual revenues in excess of […]
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Posted in Practitioner Publications
Tagged California, California Air Resources Board, Climate, GHG Disclosure
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Advance Notice Bylaws After Kellner: Still Advisable and Require Not Flying Too Close to the Sun
There has never been a more important time for public companies traded on U.S. stock exchanges to have appropriate, robust advance notice bylaws. These provisions protect the interests of all shareholders by ensuring a fair process in relation to the conduct of corporate director elections and shareholder nominations of director candidates. Companies and shareholders benefit […]
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Posted in Uncategorized
Tagged Bylaws, Delaware Supreme Court, Kellner v. AIM Immunotech Inc., Politan v. Masimo, Shareholder activism
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The Potential Impact of the DGCL Market Practice Amendments on Activism Settlements
On July 17, 2024, Senate Bill 313, the market practice amendments to the Delaware General Corporation Law (the “DGCL”), were signed into law by Delaware Governor John Carney and are now incorporated into the DGCL. Prior to such time, the debate had already begun over how the market practice amendments would impact companies’ settlements with […]
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Posted in Practitioner Publications
Tagged Activists, DGCL, moelis, Proxy season
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Weekly Roundup: July 19-25, 2024
AI Washing Enforcement Continues, Highlighting Risks to Companies and Investors Posted by David Rhinesmith, Brad Marcus, and Sarah Schaedler, Orrick, Herrington & Sutcliffe LLP, on Friday, July 19, 2024 Tags: Artificial intelligence, DOJ, fraud, SEC Supreme Court rules SEC use of in-house tribunals is unconstitutional Posted by Joel M. Cohen, Tami Stark and Ladan Stewart, […]
Click here to read the complete postSpotlight on Chief Financial Officers
CAP’s report examines compensation outcomes for Chief Financial Officers (CFOs) relative to Chief Executive Officers (CEOs). This analysis summarizes 2023 compensation actions among 132 companies with median revenue of $14.6 billion. Additional criteria used to develop the sample is included in the Appendix. Study Highlights Base Salary The median change in base salary in 2023 […]
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Posted in Practitioner Publications
Tagged CEOs, CFOs, Compensation ratios, LTI
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Conflicted Regulators
Independence is an important feature of financial reporting oversight, contributing to public trust in capital markets. To guard against conflicts of interest that may impair independence, regulatory agencies typically have policies restricting employees’ financial and personal relationships with regulated entities. For example, workers moving from the private to the public sector are often subject to […]
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Posted in Academic Research
Tagged Accounting, DCF, Regulators, SEC
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Delaware Supreme Court Clarifies Standards Applicable To Advance Notice Bylaws
On July 11, 2024, the Supreme Court of Delaware, en banc, issued an important decision in Kellner v. AIM Immunotech Inc.,1 which arose from a challenge in the Delaware Court of Chancery involving advance notice bylaws that were adopted in the wake of the recent universal proxy rules. The Supreme Court engaged in a detailed analysis of the […]
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Posted in Practitioner Publications
Tagged Board of Directors, Delaware Court of Chancery, Kellner v. AIM Immunotech Inc., Supreme Court
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Compensation Clawbacks Report
DragonGC’s latest report sheds light on the evolving landscape of compensation clawback policies among S&P 500 companies. This comprehensive study, which analyzed 401 companies that filed independent clawback policy disclosures within the past 12 months (for period ended May 7, 2024), reveals a significant trend: a majority of these companies are not only meeting but […]
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Posted in Practitioner Publications
Tagged Clawback, Corporate governance, S&P 500, SEC
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The Defensive Measures Provisions of the EU Takeover Directive: From Ambition to Resignation to Distrust
This year is the 20th anniversary of the adoption by the European Union of its Directive on Takeovers. A group of scholars associated with the European Corporate Law Experts Group (ECLE) has compiled a set of papers assessing the performance of the Directive. One of these papers is concerned with the Directive’s rules on defensive […]
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Posted in Academic Research
Tagged Board Neutrality Rule, Board of Directors, EU, Netherlands, Takeover
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