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Program on Corporate Governance Advisory Board
- William Ackman
- Peter Atkins
- David Bell
- Kerry E. Berchem
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- Daniel Burch
- Paul Choi
- Jesse Cohn
- Arthur B. Crozier Christine Davine
- Renata J. Ferrari
- John Finley
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper
- Paul Hilal
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HLS Faculty & Senior Fellows
Author Archives: Tarik Samman
Redefining the CEO’s Role for the Next Generation
More than 1,800 US CEOs departed their roles in 2024, according to Challenger, Gray & Christmas, which was the highest annual amount since the firm started keeping such records. Although the average tenure of the CEOs who departed in 2024 was approximately12 years, the average tenure of active CEOs is slightly more than 5 years, […]
Click here to read the complete postWeekly Roundup: April 4-11, 2025
Equity Grant Disclosure Insights Posted by Neil McCarthy, James Palmiter, and G. Michael Weiksner, DragonGC, on Friday, April 4, 2025 Tags: Disclosure, equity, MNPI, SEC Reporting Portfolio Emissions By Asset Managers Posted by Patricia Volhard, John Young, and Ulysses Smith, Debevoise & Plimpton LLP, on Saturday, April 5, 2025 Tags: Asset Managers, Climate, emissions, GHG […]
Click here to read the complete post2025 Proxy Season Preview
Key Trends Governance Board Oversight of Technology The incredible growth of artificial intelligence and related technologies over the last several years has made it increasingly clear that Al-powered technologies will have a significant impact on the way people work and do business. However, as the adoption of and uses for Al-related technologies increase, companies may […]
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Posted in Practitioner Publications
Tagged Board of Directors, ESG, Executive Compensation, Shareholders
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How Rigid Corporate Law Hinders Venture Capital Contracting: A Taxonomy of the Impediments
Venture capital (VC) has been a driving force behind innovation and economic growth since the 1980s and is an established cornerstone of the U.S. economy. The success of the U.S. VC market hinges also on venture capitalists’ and entrepreneurs’ ability to leverage the flexibility of U.S. (Delaware) corporate law. This flexibility enables them to develop […]
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Posted in Academic Research, Delaware Law Series
Tagged corporate law, delaware, Delaware law, Venture Capital
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Analysis of Lost Premium Damages Provisions Following the Adoption of DGCL Section 261 Amendments
Effective August 1, 2024, Delaware adopted a set of amendments to the Delaware General Corporation Law (the “DGCL”) intended to address, among other things, the Delaware Chancery Court’s 2023 decision in Crispo v. Musk. In the Crispo decision, the Chancery Court stated in dicta that a Delaware target company in a merger could not collect […]
Click here to read the complete postRemarks by Acting Chair Uyeda to the Annual Conference on Federal and State Securities Cooperation
Good morning and welcome to the annual conference on federal and state securities cooperation, organized jointly by the North American Securities Administrators Association (“NASAA”) and the U.S. Securities and Exchange Commission (“SEC” or “Commission”). Inside the SEC, this gathering is often called the “Section 19(d) conference” after a provision of the Securities Act of […]
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Posted in Practitioner Publications
Tagged Dodd-Frank Act, investors, regulation, SEC
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Disclosures and Share Repurchase: Did SEC Rules Curb Opportunistic Buybacks?
Share repurchases have been a controversial way to return cash to shareholders for decades. Prior to the SEC enactment of Rule 10b-18 in 1982, which provided a “safe harbor,” open market share repurchases were judged to be a form of market manipulation due to their ability to increase stock price and were deemed to be […]
Click here to read the complete postThe Artificially Intelligent Boardroom
We recently published a paper on SSRN (“The Artificially Intelligent Boardroom”) that examines how artificial intelligence can impact board processes, practices, and dynamics. Artificial intelligence has the potential to significantly transform many aspects of corporate activity, including decision making, productivity, customer experience, and content creation. The impact on boardrooms is likely to be significant—but perhaps […]
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Posted in Academic Research
Tagged Artificial intelligence, Board of Directors, CEOs, Corporate governance
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Is the SEC Facing a Death by 1,000 Cuts?
Bloomberg reports that staff from the Department of Government Efficiency is currently at the SEC, according to communications to SEC staff, who were “instructed to treat them as internal employees.” Bloomberg also reports that the “SEC has designated an internal team to work with DOGE,” including “the offices of the chief operating officer, the general counsel, […]
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Posted in Uncategorized
Tagged Department of Government Efficiency (“DOGE”), Elon Musk, SEC, Shadow SEC
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