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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
Perspectives on Tech Sector Activism Going into 2024
The technology sector dominated shareholder activism in 2023 and is poised for another year of intense scrutiny from activists in 2024. Understanding the current trends in activism and being prepared for activist criticism is imperative for companies to mitigate the risk of becoming an activist target. In the prevailing credit-tight environment where M&A activity has […]
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Posted in Practitioner Publications
Tagged M&A, R&D, Shareholder activism, Tech Sector
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2023 Proxy Season Review: Institutional Investor Expectations in a Divided World
The 2023 proxy season reflected a post-pandemic “return to normal” with investors balancing increased focus on financial materiality with ESG considerations. Below are our top 11 takeaways from the 2023 proxy season. 1: Institutional investors go all-in on financial materiality. Walking a thin line in a divided world of ESG, investors are choosing to pin their […]
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Posted in Practitioner Publications
Tagged ESG, Proxy season, S&P 500, Shareholders
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“Optimizing” and Match: Bad Policy Threatens to Drive Bad Law
In 2021, Professor Larry Hamermesh and former Court of Chancery and Delaware Supreme Court judges Leo Strine and Jack Jacobs (together, the “MatchMakers”) wrote an article titled Optimizing the World’s Leading Corporate Law: A 20-Year Retrospective and Look Ahead (hereinafter “Optimizing”).[1] The article argues, among other things, that conflicted controller transactions other than controller squeeze-outs […]
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Posted in Practitioner Publications
Tagged Delaware Court of Chancery, MatchMakers, MFW, SLC
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Fifth Circuit grants Chamber’s petition for review of buyback rule
In May this year, the SEC adopted final rules intended to modernize and improve disclosure regarding company stock repurchases. The rule requires quarterly reporting of detailed quantitative information on daily repurchase activity and revises and expands the narrative requirements, including disclosure regarding the rationale for the buyback. (See this PubCo post.) It didn’t take long for […]
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Posted in Practitioner Publications
Tagged Buyback, Fifth Circuit, First Amendment, SEC
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SEC Adopts Short Sale Disclosure Rules
The Securities and Exchange Commission (SEC) has voted to adopt new Rule 13f-2 and related Form SHO requiring certain institutional investment managers (managers) to report short sale-related information to the SEC. Rule 13f-2 under the Securities Exchange Act of 1934 (Exchange Act) was approved on October 13, 2023, by a 3-2 vote. It will require managers exercising […]
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Posted in Practitioner Publications
Tagged 13f-2, Disclosure, SEC, SHO
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The California Effect: Visionary Climate Disclosure Laws Will Have FarReaching Impact
On October 7, 2023, California Governor Gavin Newsom signed into law two groundbreaking climate disclosure bills, SB253 (The Climate Corporate Data Accountability Act) and SB261 (The Climate-Related Financial Risk Act) (together, the “Laws”), which require major corporations doing business in the state to disclose their greenhouse gas (“GHG”) emissions and certain other climate-related risk data. […]
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Posted in Practitioner Publications
Tagged CARB, Climate Disclosure, SB253, SEC
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Weekly Roundup: November 3-9, 2023
Understanding the Corporate Transparency Act’s Company Reporting Obligations Posted by Nathan Barnett, Daniel Bell, and Sebastian Orozco Segrera, McDermott Will & Emery LLP, on Friday, November 3, 2023 Tags: FinCEN, Regulations, US Corporate Transparency Act (CTA), US Department of the Treasury (Treasury) SEC Clawback Rules: Practical Considerations and FAQs Posted by Keith Halverstam, Maj Vaseghi, […]
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Introduction The current economic environment and geopolitical unrest have created substantial uncertainty as companies prepare annual budgets and long-term forecasts for 2024 and beyond. At the same time, the U.S. Securities and Exchange Commission (SEC)’s unprecedented release of new regulations and guidance has many companies scrambling to adopt new policies and comply with new disclosure […]
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Tagged Compensation committees, Corporate governance, LTI, SEC
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Top 5 SEC Developments
we summarize below some of the most important SEC enforcement developments from the past month, with links to primary resources. This month we examine: A string of settled charges for alleged violations of the Whistleblower Protection Rule; Charges against an electronic trading firm and its broker-dealer subsidiary for allegedly making false and misleading disclosures regarding […]
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Posted in Practitioner Publications
Tagged Board of Directors, ESG, MNPI, SEC
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Remarks by Commissioner Uyeda at the Practicing Law Institute’s 55th Annual Institute on Securities Regulation
Thank you, Keir [Gumbs], for that kind introduction. It is nice to see you, Meredith [Cross] and Joan [McKown], all of whom I have known for most, if not all, of my time at the Commission. Congratulations to each of you for chairing what is one of the premier securities regulation conferences in the country. […]
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Tagged Clawbacks, Proxy season, SEC, SPACs
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