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Program on Corporate Governance Advisory Board
- Peter Atkins
- David Bell
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HLS Faculty & Senior Fellows
Author Archives: Tarik Samman
Real World Examples of Circumstances That May Taint a Deal Process
Key Points Four recent cases illustrate circumstances that may expose a deal to challenge because of a conflict of interest, and the ways a board or special committee may help insulate a deal process from someone with a potential conflict. There are no hard and fast rules to apply where there is a potential conflict […]
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Posted in Practitioner Publications
Tagged Board of Directors, CEOs, Delaware Supreme Court, Mindbody
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Regulatory Spotlight on Private Funds
Introduction The end of September marked the close of the 2023 fiscal year for the United States Securities and Exchange Commission (the “SEC”). In remarks last week, SEC Director of Enforcement, Gurbir Grewal, noted that, “[w]hile we have not yet released our 2023 fiscal year-end numbers, I can give you a sneak preview: we had […]
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Posted in Practitioner Publications
Tagged ERAs, Private funds, regulation, SEC
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California enacts anti-greenwashing requirements
Governor Newsom has signed the Voluntary Carbon Market Disclosures Act, a law intended to combat “greenwashing” by requiring disclosure on net zero, carbon neutrality and emissions reduction claims, as well as voluntary carbon offsets purchased, used, marketed or sold in California. The VCMDA, which becomes effective January 2024, applies to public and private companies that […]
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Posted in Practitioner Publications
Tagged California, SEC, VCMDA, Voluntary Carbon Market Disclosures Act
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Dirty Air and Green Investments: The Impact of Pollution Information on Portfolio Allocations
Globally, investment in so-called ESG (environmental, social, governance) funds has grown exponentially in recent years, far outstripping the rate of growth of assets under management more generally. Much of the growth and attention has focused on the “E” in ESG, with sustainable investment seen as one mechanism for disciplining firms that generate negative environmental externalities. […]
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Posted in Academic Research
Tagged CAAQMSs, Environment, ESG, investors
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Weekly Roundup: November 10-16, 2023
The California Effect: Visionary Climate Disclosure Laws Will Have FarReaching Impact Posted by Matthew H. Ahrens, Allan T. Marks, and Allison Sloto, Milbank LLP, on Friday, November 10, 2023 Tags: CARB, Climate Disclosure, SB253, SEC SEC Adopts Short Sale Disclosure Rules Posted by Brian V. Breheny, Raquel Fox and James Rapp, Skadden, Arps, Slate, Meagher […]
Click here to read the complete postShareholders Pose Growing Risks to Companies’ DEI Initiatives
Shareholder activism, in the form of proposals, books and records demands, and litigation, is proving to be an increasingly prevalent tool in challenges to diversity, equity, and inclusion (DEI) policies. This client alert focuses on two types of shareholder activism gaining traction: shareholder proposals and shareholder litigation. Activist shareholder groups have begun blanketing public companies […]
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Posted in Practitioner Publications
Tagged dei, SEC, Shareholder litigation, Title VI
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Hispanics Underrepresented on U.S. Boards Despite Recent Gains
Hispanic Director Representation Remains Low As of September 2023, Hispanic/Latin American directors account for 3.6% of the total and 16% of non-White/Caucasian directors at Russell 3000 companies. That indicates a significant underrepresentation of Hispanics in boardrooms compared with the group’s percentage of the population.
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Posted in Practitioner Publications
Tagged Board of Directors, CEOs, Diversity, Russell 3000
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The State of ESG Goal-Setting
The following information in this article is intended to provide market context on ESG goal-setting practices and our thinking on key drivers of these market trends. This information may be a helpful resource for companies evaluating their own disclosure practices regarding ESG metrics in incentives. ESG metrics are increasingly prevalent in incentives, but disclosure has […]
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Posted in Practitioner Publications
Tagged Disclosure, ESG, Executive Compensation, S&P500
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Fifth Circuit Declines to Review SEC’s Approval of Nasdaq’s Board Diversity Rule
In Latest DEI-Related Litigation Development, Fifth Circuit Declines to Review SEC’s Approval of Nasdaq’s Board Diversity Rule On October 18, 2023, a three-judge panel for the U.S. Court of Appeals for the Fifth Circuit denied petitions to review the SEC’s approval of Nasdaq’s board diversity disclosure rule, which requires Nasdaq-listed companies to have female and […]
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Posted in Practitioner Publications
Tagged AFBR, dei, Fifth Circuit, SEC
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Golden Parachutes Face Investor Scrutiny
A S H A R E H O L D E R P R O P O S A L T O W A T C H Golden parachutes cushion corporate leaders from the financial risks of a sudden exit by promising substantial severance packages, particularly when there is a change in control. From the […]
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Posted in Practitioner Publications
Tagged Board of Directors, Golden parachutes, M&A, Proxy season
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