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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
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- Jason M. Halper William P. Mills
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HLS Faculty & Senior Fellows
Author Archives: Tarik Samman
Recent Updates in Delaware Disclosure Law
The Delaware Supreme Court recently issued two opinions weighing in on the scope of disclosures involving board advisors in connection with M&A transactions that warrant close attention. In both rulings — each written en banc — the Delaware Supreme Court reversed the lower courts’ dismissals of all claims because (among other reasons) certain material information about the […]
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Posted in Delaware Law Series, Practitioner Publications
Tagged delaware, Delaware law, disclosures, M&A, MFW
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SEC Expands Scope of Internal Accounting Controls to Encompass Companies’ Cybersecurity Practices
In another extension of the internal accounting controls provisions of the securities laws, this week the Securities and Exchange Commission (the “Commission” or “SEC”) announced a settled enforcement action with a public company victimized by a ransomware attack (the “Company”) for violations of Section 13(b)(2)(B) of the Exchange Act and Exchange Rule 13a-15(a). According to the Commission’s order, […]
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Posted in Practitioner Publications
Tagged Cybersecurity, MSSP, SEC, Section 13
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Weekly Roundup: June 21-27, 2024
Vice Capital Posted by Andrew Jennings (Emory University) and Kimberly D. Krawiec (University of Virginia), on Friday, June 21, 2024 Tags: Entrepreneurship, ESG, minority entrepreneurs, sin industries, sin stocks, Venture Capital, vice capital Court calls a halt to Exxon case against Arjuna Posted by Cydney Posner, Cooley LLP, on Saturday, June 22, 2024 Tags: Activism, […]
Click here to read the complete postSEC Targets AI Washing in Private Capital Markets
On June 11, 2024, the U.S. Securities and Exchange Commission (“SEC”) filed its third matter this year involving “AI washing”—namely, alleged misstatements or omissions by securities market participants about the use of artificial intelligence (“AI”). This particular case is noteworthy for several reasons: it is the Commission’s first litigated AI washing matter; concerns statements made […]
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Posted in Practitioner Publications
Tagged AI Washing, Artificial intelligence, Gary Gensler, SEC
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Early Season Review: 2024 US AGM
Early results from the 2024 annual general meeting (AGM) season suggest that the major trends, of record-breaking shareholder proposal submissions, declining support for anti-ESG, environmental and social proposals, as well as strong support for say on pay and director elections; all of which emerged during the past few years, are continuing. Current sustained levels of […]
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Posted in Practitioner Publications
Tagged AGM, anti-ESG, Corporate governance, ESG
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Tesla Should Take the Court Decision Seriously, Not Dismissively
At the end of a long trial, a massive option grant that Tesla awarded in 2018 to its CEO Elon Musk was invalidated by a Delaware court, which (as the New York Times described) cast “a harsh light on the behavior of … Tesla’s board of directors.” Tesla’s Board, however, did not react to the […]
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Posted in Academic Research
Tagged Board of Directors, Elon Musk, Shareholders, stockholders, Tesla
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Weekly Roundup: May 31-June 6, 2024
Midyear observations on the board agenda Posted by John Rodi, David A. Brown and Patrick A. Lee, KPMG, on Friday, May 31, 2024 Tags: Board of Directors, Climate, Cybersecurity, GenAI, Globalization, SEC The Original Public Meaning of Investment Contract Posted by Edward Lee (Santa Clara Law), on Saturday, June 1, 2024 Tags: Bitcoin, Cryptocurrency, digital […]
Click here to read the complete postRecent Developments in Asset Management M&A Transactions
From buyers looking to add AUM or talent, to sponsors looking for third-party investors to fund growth initiatives, transaction volume for asset management M&A remains strong in 2024. In this edition of PErspectives, Ropes & Gray explores the strategic imperatives driving recent transaction activity, outlines the various deal structures and strategies that have been adopted […]
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Posted in Practitioner Publications
Tagged Asset management, EQT, GPs, private capital
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Unions Seek Influence in Corporate Battles
The collision of financial, political and social issues in deal-making and proxy contests has never been more apparent in the United States than it was in 2023 and thus far in 2024. While shareholder value creation remains the sine qua non of transactions and proxy contests, investors of all kinds have long been imposing their […]
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Posted in Practitioner Publications
Tagged Activism, CFIUS, Proxy fights, Stakeholders, Strategic Organizing Center (SOC)
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Continuation Funds: What You Need To Know
Over the last 10 years, continuation funds have evolved to be a well-established potential exit route for private fund sponsors. According to advisory estimates, some $40 billion deals were completed in 2023, with more than $150 billion worth of transactions in the market in total. As the continuation fund market matures, the structure and terms […]
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Posted in Practitioner Publications
Tagged ILPA, LPs, Private Fund Sponsors, SEC
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