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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
Exxon court challenge to Arjuna shareholder proposal survives dismissal
You may recall that, in January, ExxonMobil filed a lawsuit against Arjuna Capital, LLC and Follow This, the two proponents of a climate-related shareholder proposal submitted to Exxon, seeking a declaratory judgment that it may exclude their proposal from its 2024 annual meeting proxy statement. Then, the two proponents notified Exxon that they had withdrawn […]
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Posted in Practitioner Publications
Tagged ExxonMobil, Proxy fights, SEC, Shareholder
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ESG & Executive Remuneration in Europe
In our article ‘ESG and Executive Remuneration in Europe’, forthcoming in the European Business Organization Law Review, we provide a qualitative and quantitative analysis of the trends in executive remuneration tied to ESG parameters among the 300 largest companies by target capitalization in Europe, as listed in the FTSE EuroFirst300.
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Posted in Academic Research
Tagged ESG, EuroFirst300, Executive Compensation, Stakeholder
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Reporting cybersecurity incidents on Form 8-K
Yesterday, Corp Fin Director Erik Gerding issued a statement designed to clarify the use of Form 8-K Item 1.05 versus Form 8-K Item 8.01 when reporting cybersecurity incidents. Sounds like some of us might be doing it incorrectly—or at least sub-optimally—potentially resulting in investor confusion. Gerding’s statement is designed to set us straight. He also offers a […]
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Posted in Practitioner Publications
Tagged Cybersecurity, Disclosure, Form 8-K, SEC
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The Original Public Meaning of Investment Contract
The Securities Act of 1933 defines “security” by identifying twenty examples of financial instruments or interests that constitute securities. “Investment contract” is the thirteenth example. It has assumed outsized importance in the Securities and Exchange Commission’s (SEC’s) enforcement actions against entities that have made public offerings of unregistered securities. Yet, nearly a century since the […]
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Posted in Academic Research
Tagged Bitcoin, Cryptocurrency, digital assets, SEC
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Midyear observations on the board agenda
Approaching midyear, business leaders are bullish on growth and the opportunities ahead. Some 87 percent of US CEOs are highly confident in the growth prospects of the US economy, 78 percent are highly confident in the growth of their company, and most expect to increase headcount over the next year. At the same time, the […]
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Posted in Practitioner Publications
Tagged Board of Directors, Climate, Cybersecurity, GenAI, Globalization, SEC
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Weekly Roundup: May 24-30, 2024
Board Gender Diversity and Investment Efficiency: Global Evidence from 83 Country-Level Interventions Posted by Dave (Young Il) Baik (Nanyang Technological University), Clara Xiaoling Chen, and David Godsell (University of Illinois Urbana-Champaign), on Friday, May 24, 2024 Tags: BGD, Board composition, board gender diversity, Boards of Directors, investment Alternative Asset Manager Governance & Succession Posted by […]
Click here to read the complete post2023 Global Class Action Annual Report
Industry trends: Noteworthy class action developments in 2023 Securities class actions before the Supreme Court. Despite being the cornerstone of securities litigation worldwide, securities class action law in the United States is continually evolving. Lately, the Supreme Court has taken on cases of substantial significance in shaping securities law and securities litigation. Since 2017, the […]
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Posted in Practitioner Publications
Tagged Cybersecurity, DTCC, ESG, EU, IPOs, SEC, SPAC
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Do AIs Dream of Electric Boards?
When AI acquires self-awareness, agency, and unique (general) intelligence, it will attain ontological personhood. Management of firms by AI would be technologically and economically feasible. The law could confer AI with the status of legal personhood, as it did with the personhood of traditional business firms in the past, thus dispensing with the need for […]
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Posted in Academic Research
Tagged AI, AI Manager, Artificial intelligence, policy
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2024 Caremark Developments: Has the Court’s Approach Shifted?
Historically, Caremark claims—that is, claims of breach of directors’ duties of oversight over key risks facing the company—were among the least likely types of claims to lead to director liability; and the Court of Chancery almost always dismissed such claims at the pleading stage. However, in the past few years, the Caremark cases brought by the plaintiffs’ bar have […]
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Posted in Delaware Law Series, Practitioner Publications
Tagged Board oversight, Caremark, Court of Chancery, delaware, Delaware law
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