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Program on Corporate Governance Advisory Board
- Peter Atkins
- David Bell
- Kerry E. Berchem
- Richard Brand
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- Paul Choi
- Jesse Cohn
- Arthur B. Crozier Christine Davine
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
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HLS Faculty & Senior Fellows
Author Archives: Tarik Samman
The Supreme Court rebalances the administrative state
Introduction The 2023−2024 Supreme Court term continued a strong rebalancing of power among the courts, the administrative state and, if it pays attention, Congress. This rebalancing will impact how executive branch and independent agencies engage in rulemaking, issue guidance and engage in enforcement. Courts will exercise more independent judgment and look more critically at agency […]
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Posted in Practitioner Publications
Tagged Chevron, FTC, Loper Bright, SEC, Supreme Court
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Environmental Performance Metrics in Incentive Plans: Incentive Trends and Key Design Considerations
Introduction In recent years, global companies have grappled with defining a baseline for environmental metrics, establishing the processes and controls to measure and report progress toward objectives, and setting the goals of ambitious environmental performance metrics (especially if environmental performance metrics are used in executive incentive arrangements). Institutional investors have also been increasingly seeking ways […]
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Posted in Practitioner Publications
Tagged ESG, GHG, SEC, Sustainability
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Timing Sustainable Engagement in Real Asset Investments
Filling and voting on shareholder proposals has been a critical corporate governance mechanism, enabling investors to mitigate classical principal-agent problems. In the past, most shareholder proposals concerned corporate governance issues such as CEO remuneration, takeover prevention, board structure, and voting rights. In recent years, sustainable investors have started leveraging their shareholder rights and filing proposals […]
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Posted in Academic Research
Tagged Corporate governance, CSR, ESG, Real Estate, Shareholder proposals, sustainable finance
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NYC Pension Plan Suit is Thrown Out, GOP Anti-ESG Fiduciary Duty Theory Remains to be Tested
For over two years, certain Republican officials at the state and federal levels have claimed that asset managers and pension officials breach their fiduciary duties by considering environmental, social and governance (ESG) factors in investing. This legal theory has been cited repeatedly in letters from legislators, state attorney general opinions, and investigative demands, but was teed […]
Click here to read the complete postDriving Audit Quality Forward: Where We’ve Been and Where We’re Heading
I. Introduction Good afternoon, everyone. Thank you, Alan [Wilson, WilmerHale Partner], for your kind introduction. And thank you to the Center for Audit Quality (CAQ) and WilmerHale for inviting me to speak here today. I’m honored to be part of this series of discussions focused on recent developments in accounting, auditing, and the law. As […]
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Posted in Academic Research
Tagged Audits, Cybersecurity, PCAOB, SEC
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How Companies React to Say on Pay Failures
Say on Pay continues to exert significant influence on corporate governance, compelling companies to reassess and adjust their executive compensation practices in response to shareholder feedback. Analyzing 77 companies within the Russell 3000 facing failed Say on Pay votes, this Equilar study aims to dissect the myriad of changes implemented by these companies post-failure and […]
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Posted in Practitioner Publications
Tagged Board of Directors, ESG, S&P 500, Say on pay
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AI: Are Boards Paying Attention?
In the wake of a number of shareholder proposals, as well as first-of-their-kind enforcement actions and public statements by the U.S. Securities and Exchange Commission, many companies are considering how their use of artificial intelligence and the associated risks should be overseen and managed by the board. A recent report by proxy advisor Institutional Shareholder […]
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Posted in Practitioner Publications
Tagged AI, Board of Directors, ISS, proxy statements, S&P 500, SEC
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Supreme Court’s Overruling of Chevron Will Invite More Challenges to Agency Decisions
In the consolidated cases Loper Bright Enterprises v. Raimondo, Secretary of Commerce and Relentless, Inc. v. Department of Commerce, the U.S. Supreme Court overruled Chevron v. NRDC, the 1984 case that established the bedrock Chevron doctrine. The underlying cases themselves addressed a narrow question of fishery management law: Whether the National Marine Fisheries Service’s (NMFS) requirement that certain vessels […]
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Posted in Practitioner Publications
Tagged APA, Chevron, Loper Bright, Supreme Court
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Supreme Court rules SEC use of in-house tribunals is unconstitutional
On June 27, 2024, the Supreme Court ruled in SEC v. Jarkesy that when the Securities and Exchange Commission (SEC) seeks civil penalties from defendants for securities fraud, the Seventh Amendment requires it to bring the action in a court of law where the defendant is entitled to a trial by jury. The 6-3 decision […]
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Posted in Practitioner Publications
Tagged ALJs, SEC, SEC v. Jarkesy, Seventh Amendment, U.S. Supreme Court
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AI Washing Enforcement Continues, Highlighting Risks to Companies and Investors
Last month, the U.S. Securities and Exchange Commission (“SEC”) expanded its “war” on AI fraud to include private market participants, filing securities fraud charges against Ilit Raz, founder and former CEO of defunct AI recruitment startup Joonko. That same day, the DOJ unsealed an indictment against Raz detailing parallel criminal charges of securities fraud and […]
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Posted in Practitioner Publications
Tagged Artificial intelligence, DOJ, fraud, SEC
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