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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
The Limits on Sharing Confidential Information with Activists
In connection with a stockholder activist campaign by certain Icahn-affiliated funds (the “Icahn Funds”) against Illumina, Inc., the Icahn Funds (which collectively owned less than 2% of Illumina’s stock) launched a proxy contest for three seats on Illumina’s board. One of the Icahn Funds’ nominees, who was also an employee of a different Icahn-affiliated entity, […]
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Posted in Delaware Law Series, Practitioner Publications
Tagged Activist, Court of Chancery, delaware, Delaware law, Icahn v. deSouza, stockholder activist
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ACGA Open Letter: Strategic Shareholdings in Corporate Japan
The Asian Corporate Governance Association (ACGA) recently formed a working group of members and other interested investors to discuss the issue of Japanese companies’ so-called “strategic shareholdings” that include allegiant and cross-shareholdings. We are writing to share our thoughts and suggestions on this topic. In recent years, Japanese companies have embarked on a number of […]
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Posted in Practitioner Publications
Tagged ACGA, allegiant shareholdings, corporate Japan, strategic shareholdings
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Mapping TCFD to the IFRS S2 on Climate Disclosure
The inaugural IFRS Sustainability Disclosure Standards were released by the International Sustainability Standards Board (ISSB) in mid-2023, designed to establish a global baseline for corporate disclosures. They are set to be adopted across several jurisdictions in the next few years. The new rules have garnered global support from 64 jurisdictions to date, with 19 national […]
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Posted in Practitioner Publications
Tagged Climate Disclosure, Disclosure, IFRS, ISSB, Sustainability, TCFD
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The Payoffs and Pitfalls of ESG Due Diligence
A recent global survey of dealmakers by BCG and Gibson Dunn reveals a striking consensus: conducting environmental, social, and governance (ESG) due diligence is now indispensable for M&A transactions. Dealmakers say that the insights gained from these assessments are crucial not only for mitigating risks but also for preserving and enhancing deal value. Although Europe […]
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Posted in Practitioner Publications
Tagged compliance, ESG, M&A, survey, Sustainability, sustainable investing
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Corporate Governance, Board Oversight & the 2023 Banking Crisis
In the spring of 2023, the United States witnessed the country’s three largest bank failures since the 2008 financial crisis. Market-wide developments such as high interest rates and regulation rollbacks, along with company-specific factors including overly concentrated clientele and reliance on uninsured deposits, affected leadership’s ability to effectively manage interest rate and liquidity risks, leading […]
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Posted in Practitioner Publications
Tagged bank crisis, bank failures, Board composition, Executive Compensation, Risk oversight
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The Distinction Between Direct and Derivative Shareholder Claims
One of the first legal questions that courts ask when reviewing a shareholder suit is whether the pleaded claims are “direct” or “derivative.” However, although the distinction between direct and derivative claims is often outcome-determinative, the specific legal rules governing that distinction have long been flawed, with courts and commentators calling those rules “subjective,” “opaque,” […]
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Posted in Academic Research
Tagged Delaware cases, Delaware Court of Chancery, Shareholders, Tooley
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The 2024 Audit Committee agenda and the questions investors should be asking
The business and risk environment has changed dramatically over the past year, with greater geopolitical instability, surging inflation, high interest rates, and unprecedented levels of disruption and uncertainty. Audit committees can expect their company’s financial reporting, compliance, risk, and internal control environment to be put to the test by an array of challenges – from […]
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Posted in Practitioner Publications
Tagged Audit committee, Audits, Cybersecurity, ESG, ESG disclosures, Financial reporting, Generative AI, Governance reform, investors
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Seven Questions about Proxy Advisors
We recently published a paper on SSRN (“Seven Questions about Proxy Advisors”) that examines the role and function of proxy advisors. The proxy advisory industry—in which independent third-party firms provide voting recommendations to institutional investors for matters on the annual proxy—has grown in size and controversy. Despite a large number of smaller players, the proxy […]
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Posted in Academic Research
Tagged CEOs, ESG, Proxy advisors, SEC
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Delaware Supreme Court Holds MFW Inapplicable Based on Banker Conflict Disclosure Deficiencies
The Delaware Supreme Court has reversed a Court of Chancery decision dismissing challenges to the acquisition of Inovalon Holdings, Inc. by a consortium led by Swedish private equity firm Nordic Capital in a decision demonstrating the importance of disclosure of financial advisor conflicts in order to obtain the benefit of business judgment rule review under […]
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Posted in Delaware Law Series, Practitioner Publications
Tagged Court of Chancery, delaware, Delaware Chancery, Delaware law, Delaware Supreme Court, Disclosure, Inovalon, Nordic Capital
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