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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
Insider Trading and Off-Channel Communications in the Age of Remote and Hybrid Work Environments
Though many, if not most, of the measures implemented to address the COVID pandemic have since been rolled back, the transition from fully in-person to remote and hybrid work environments appears to be here to stay. While these arrangements provide employees with additional convenience and flexibility, they also come with risks for companies that are […]
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Posted in Practitioner Publications
Tagged hybrid work, Insider trading, MNPI, pandemic, remote work
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Investment Advisers and Sponsors Compliance Policies: Hot Topics
With Form ADV season in the rear view mirror, we recommend that sponsors turn to refreshing their compliance policies to align with rapidly evolving regulatory expectations. To that end, we provide a non-exhaustive list of hot topics to consider below, including with context from SEC examinations and SEC enforcement settlements. Amended Marketing Rule: Sponsors should […]
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Posted in Practitioner Publications
Tagged Advisers, compliance, compliance policies, Form ADV, Investment advisers, SEC, sponsors
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Fee Variation in Private Equity
The private capital industry has experienced a meteoric rise over the past two decades, with estimates of capital invested in vehicles like private equity and venture capital now exceeding $10 trillion. With this growth, there has been a corresponding increase in calls for greater transparency around the fees and operational structures of private market funds, […]
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Posted in Academic Research
Tagged Fee Variation, GPs, LPAs, Private equity, SEC
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Weekly Roundup: May 3-9, 2024
Defenseless companies invite activism Posted by Miles Rogerson, Diligent Market Intelligence, on Friday, May 3, 2024 Tags: Activism, Activists, corporate defense, corporate defense score, Russell 3000 Evolving lines of responsibility between the board and the management Posted by Natalie Cooper, Bob Lamm, Deloitte LLP, and Randi Val Morrison, Society for Corporate Governance, on Saturday, May […]
Click here to read the complete postExempt solicitation urging BlackRock shareholders to vote against the election of Saudi Aramco CEO
The New York City Employees’ Retirement System (NYCERS) is urging BlackRock shareholders to vote against the appointment of Amin Nasser, CEO of Saudi Aramco, to BlackRock’s Board of Directors at the company’s annual meeting on May 15, 2024. NYCERS has approximately $43 million invested in BlackRock common stock. Additionally, BlackRock manages approximately $19 billion on […]
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Posted in Practitioner Publications
Tagged Aramco, BlackRock, New York City, NYCERS, SEC, UNGC
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The effect of female leadership on contracting from Capitol Hill to Main Street
Do female politicians alleviate barriers faced by women-owned-businesses (WOBs)? It is well established that WOBs are underrepresented in the economy relative to the share of women in society, 36% versus 50%. More strikingly, this under-representation is by an order of magnitude bigger within government procurement: only 9% of government contracts were allocated to WOBs between […]
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Posted in Academic Research
Tagged Female Politicians, gender gap, Government Procurement Contracts, Small Business, Women-Owned Firms
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Primer on Corporate Political Spending for Incoming Directors
Over the past year, several corporate executives have expressed a concern to the Center for Political Accountability that new members of corporate boards often lack a broad knowledge of corporate political spending and what it entails. They saw this as impairing new directors’ ability to set political spending policies and conduct the due diligence required […]
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Posted in Practitioner Publications
Tagged 501(c)(4), Federal Election Commission, PAC, Political spending
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Delaware’s Status as the Favored Corporate Home: Reflections and Considerations
In recent months, a conversation has emerged as to whether Delaware should remain the favored state of incorporation for business entities. Indeed, many of our clients have asked us whether they should remain in Delaware or choose Delaware as the state of incorporation for their new ventures. In this discussion, we provide our reflections on […]
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Posted in Delaware Law Series, Practitioner Publications
Tagged Delaware articles, Delaware cases, Delaware law, DGCL
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The Shareholder Franchise, Transformative Investor Changes, and Motivational Misalignments
“The shareholder franchise is the ideological underpinning upon which the legitimacy of directorial power rests.” In the generation since Chancellor William Allen’s soaring rhetoric in Blasius, the “transcending significance” of the franchise has become corporate governance catechism. His hope, if not expectation, was that the rise of the institutional investor would help the franchise transition […]
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Posted in Academic Research
Tagged Activist, Asset Managers, Common ownership, decoupling, delaware, ESG, ISS
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SEC and NAM appeal decision holding proxy advisor rule amendments unlawful
You probably remember the saga about the SEC’s rules regarding proxy advisory firms? Back in 2019, the SEC issued interpretive guidance that proxy advisory firms’ vote recommendations were, in the view of the SEC, “solicitations” under the proxy rules and subject to the anti-fraud provisions of Rule 14a-9. (See this PubCo post.) That guidance led ISS to […]
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Posted in Practitioner Publications
Tagged DC District Court, NAM, Proxy advisors, Proxy voting, SEC
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