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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
What the Supreme Court’s Loper Bright Decision Means for ESG, and Other Key Trends
For companies, navigating the ESG landscape means balancing various stakeholder demands, keeping abreast of rapidly-changing new laws and regulations, and calibrating contradictory litigation risks. Last week, this already-difficult landscape was complicated further by the Supreme Court’s June 28 decision in Loper Bright Enterprises v. Raimondo, overturning the Court’s long-held approach to regulatory deference embodied in […]
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Posted in Practitioner Publications
Tagged anti-ESG, dei, ESG, Loper Bright, Sustainability
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The Board’s Role in AI and Sustainability
Artificial intelligence has emerged as a pressing issue for boards that demands new approaches to governance to ensure that companies are seizing opportunities for value creation, while minimizing enterprise risk. AI technologies possess the potential to revolutionize industries, disrupt traditional business models, and profoundly alter long-term strategies for growth. As boards navigate the complexities of […]
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Posted in Practitioner Publications
Tagged AI, Artificial intelligence, Board of Directors, Sustainability
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Moelis, § 122(18), and Remedies in Contractual Breaches Prompted by Fiduciary Duty
Last week, the Delaware General Assembly passed S.B. 313, overturning West Palm Beach Firefighters’ Pension Fund v. Moelis. Upon Governor Carney’s signature, S.B. 313 will amend the DGCL by adding § 122(18) and enable corporations to enter so-called shareholder agreements, colloquially called side letters, even to the extent that such agreements grant counterparties contractual rights that […]
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Posted in Academic Research
Tagged § 122(18), CEOs, Delaware General Assembly, moelis, veto
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Caremark Developments: Business Risk Versus Massey Claims
Delaware case law recognizes that directors and officers owe a duty of oversight, and failure to adequately exercise such duty may result in liability. Such claims — known as “Caremark claims” after the seminal decision in In re Caremark Int’l Inc. (Del. Ch. Aug. 16, 1996) — have developed over the years, with stockholders asserting such claims […]
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Posted in Practitioner Publications
Tagged Caremark, Delaware Court of Chancery, Delaware Supreme Court, Massey
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Remarks by Commissioner Peirce at the Annual US-Central and Eastern European Connection Weekend
Thank you, Lukasz [Chyla],for that introduction. And thank you to the Jagiellonian University and to Catholic University for hosting this conference. Let me begin by stating that my views are my own as a Commissioner and not necessarily those of the U.S. Securities and Exchange Commission or my fellow Commissioners. The last time I was […]
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Posted in Practitioner Publications
Tagged CSRD, ESG, International Sustainability Standards Board, SEC
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Williamson and Coase: Transactions Costs or Rent-Seeking in the Formation of Institutions
Governance and transaction cost insights of Williamson and Coase provide understanding of firm structures, management strategies, and antitrust. Economizing on transaction costs within firms and markets explains efficient adaptation. Neither Williamson nor Coase, however, explore political exchange and rent-seeking (Krueger 1974, Tullock 2005) in the policy arena where transaction cost efficiencies play little role. Coase […]
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Posted in Academic Research
Tagged Coasean, Endangered Species Act, ESA, Transactions
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SEC Remains Focused on Disclosure of Cybersecurity Incidents
Recent Securities and Exchange Commission (SEC) enforcement action and statements by SEC officials show that the Commission remains focused on disclosures regarding cybersecurity incidents. On May 21, 2024, Erik Gerding, director of the SEC’s Division of Corporate Finance, issued a statement to clarify that public companies are only required to disclose a cybersecurity incident under Item 1.05 […]
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Posted in Practitioner Publications
Tagged Cybersecurity, Form 8-K, ICE, SEC
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Delaware and a Close Look at Independence
Key Takeaways A Delaware judge’s decision to void $55.8 billion in compensation for Elon Musk was a noteworthy event for shareholders and corporate issuers, not only regarding compensation, but also the complexities around evaluating director independence. Traditional measurements used by major exchanges and proxy advisors seem to show that board independence in the U.S. is […]
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Posted in Delaware Law Series, Practitioner Publications
Tagged Board independence, delaware, Delaware law, Elon Musk, Tesla
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Proposed DGCL Amendments Depart From Delaware’s Historical Approach to Activism and Takeover Defense
When Delaware Governor John Carney applies his signature to Senate Bill 313, which is expected to occur shortly, the market practice amendments to the Delaware General Corporation Law (the “DGCL”) will officially be incorporated into the DGCL. Thereafter, if things work as intended by the drafters, the market practice amendments will mitigate much of the […]
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Posted in Delaware Law Series, Practitioner Publications
Tagged delaware, Delaware law, DGCL, moelis
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SEC Climate Disclosure Rules Spark Flurry of Litigation
On March 6, 2024, the United States Securities and Exchange Commission (“SEC”) adopted the much anticipated climate-related disclosure rules, two years after publishing the proposed rules. Immediately following the adoption of the rules, multiple parties filed petitions for review in six different appellate courts: the Second, Fifth, Sixth, Eighth, Eleventh, and D.C. Circuits. A total […]
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Posted in Practitioner Publications
Tagged Climate, Climate Disclosure, climate rule, Disclosure, SEC
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