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Program on Corporate Governance Advisory Board
- Peter Atkins
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HLS Faculty & Senior Fellows
Author Archives: Tarik Samman
Annual Incentive Plans – Payouts and Performance Alignment
CAP analyzed annual incentive plan payouts over the past ten years of 120 large U.S. public companies, with a median revenue of $43B. We selected these companies to span ten major industries and provide a broad representation of market practice. This study is a continuation of studies that we conducted in 2017 and 2020. Annual incentive plans are […]
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Posted in Practitioner Publications
Tagged COVID-19, ESG, Executives, Incentives, Pay for performance
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The Shortseller Enrichment Commission?: Whistleblowers, Activist Short Sellers, and the New Privatization of Public Enforcement
Two developments have transformed the detection of corporate fraud since the global financial crisis: the SEC whistleblower bounty program (WBP) and the rise of activist short sellers. Considered separately, these are generally understood to be two valuable innovations that help detect and deter fraud. But, it turns out, they are not so separate. In a […]
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Posted in Academic Research
Tagged Activist, SEC, WBP, Whistleblower Bounty Program
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Creditor rights, collateral reuse, and credit supply
According to Griffin, Kruger, and Maturana (JFE, 2021), “ten years after the financial crisis, the central question of what explains the rise and fall in house prices remains unresolved.” In “Creditor Rights, Collateral Reuse, and Credit Supply” (JFE, 2024), I seek to address this central question by critically analyzing the contribution of the Bankruptcy Abuse Prevention and Consumer […]
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Posted in Academic Research
Tagged BAPCPA, Congress, Credit supply, GFC
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Weekly Roundup: April 5-11, 2024
Proposed Amendments to DGCL on Stockholder Contracting Would Create More Problems Than They Purportedly Solve Posted by Sarath Sanga (Yale) and Gabriel Rauterberg (University of Michigan), on Friday, April 5, 2024 Tags: amendments, delaware, DGCL, moelis, stockholder contracting A Deeper Dive into the SEC’s Landmark Climate Disclosure Rules for Public Companies Posted by Matthew Morreale, […]
Click here to read the complete postThe Global South in Comparative Corporate Governance
How does the Global South relate to the global debates on corporate governance? Studies in this area, like their counterparts in other areas of law, have traditionally focused on a handful of usual suspects from the Global North, thereby neglecting most of the world. The Global South, here understood as a synonym for developing countries, […]
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Posted in Academic Research
Tagged BICS, ESG, Global South, Stakeholderism
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Practice Points in Response to Activision
In Ap-Fonden v. Activision (Feb. 29, 2024)—a decision that came as a surprise to practitioners, and has far-reaching consequences—the Delaware Court of Chancery held that common practices the board of Activision Blizzard, Inc. (the “Company”) followed in approving its October 2023 merger with Microsoft Corporation may not have complied with technical requirements in the Delaware […]
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Posted in Practitioner Publications
Tagged Court of Chancery, delaware, DGCL, moelis
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Diversifying demographics of assets under management
Asset owners, such as pension plans, sovereign wealth funds, and endowments and foundations, typically allocate their investments to asset managers based on expected performance, risk, and other key characteristics. In building a portfolio, they try to diversify key risks over time horizons that align with their objectives. While not a guaranteed formula for success, evidence […]
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Posted in Practitioner Publications
Tagged Diversity, ESG, investors, Management
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DOJ Announces New Whistleblower Program and Enforcement Initiatives
In Short The Development: On March 7, 2024, Deputy Attorney General (“DAG”) Lisa Monaco discussed updates to the Department of Justice’s (“DOJ” or “Department”) corporate criminal enforcement policies and announced a pilot program that will financially reward whistleblowers unveiling major corporate misconduct. The Result: The policies and priorities discussed reaffirm DOJ’s “carrot and stick” approach […]
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Posted in Practitioner Publications
Tagged AI, Deputy Attorney General (DAG), SEC, U.S. Department of Justice (DOJ)
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The SEC Climate Disclosure Rule: Separating Signal from Noise
After many ‘head fakes’ since March 2022 when the US SEC first released its proposed climate rule, namely “The Enhancement and Standardization of Climate-Related Disclosures for Investors”, we finally have some clarity. Per the publicly broadcast US SEC Open Meeting on Wednesday, the Commission adopted a finalized ruling following a vote, which resulted in 2 […]
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Posted in Practitioner Publications
Tagged CRA, ESG, Regulation S-X, SEC, Shareholders
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Corporate Transparency Act Ruled Unconstitutional, but Scope of Judgment Is Limited
On March 1, 2024, the U.S. District Court for the Northern District of Alabama held the Corporate Transparency Act (the “CTA”) unconstitutional. The relief granted by the court is limited to enjoining the federal government from enforcing the CTA against the plaintiffs in the case, the National Small Business Association (“NSBA”) and Isaac Winkles, an […]
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Posted in Practitioner Publications
Tagged CTA, FinCEN, NSBA, U.S. District Court
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