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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
- 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
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Tarik Samman
TNFD Recommendations for Nature Related Disclosures
TNFD looks to raise natural capital on par with climate in organizations’ disclosure of sustainability-related impacts, dependencies, risks, and opportunities. Key Points: Natural capital is quickly rising in importance for various public and private sector The Taskforce on Nature-related Financial Disclosures’ recommendations are likely to serve as a catalyst for further expectations in this area. […]
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Posted in Practitioner Publications
Tagged Climate, disclosures, Risk management, TNFD
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Transaction Satisfied “Entire Fairness,” Despite Serious Sale Process Flaws—BGC Partners
In In re BGC Partners (Aug. 10, 2023), the Delaware Supreme Court, in an en banc decision, without commentary, affirmed the Court of Chancery’s post-trial decision (Aug. 19, 2022) holding that the acquisition of a company indirectly controlled by the buyer’s controller met the entire fairness standard—notably, notwithstanding the lower court’s finding that there were […]
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Posted in Practitioner Publications
Tagged Acquiror, Board of Directors, Delaware Supreme Court, M&A
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Weekly Roundup: October 13-19, 2023
2023 Proxy Season Review Posted by Chuck Callan, and Mike Donowitz, Broadridge, on Friday, October 13, 2023 Tags: Board of Directors, ESG, Say on pay, Shareholder Statement by Commissioner Uyeda on Final Rules Regarding Short Sale Activity Posted by Mark T. Uyeda, U.S. Securities and Exchange Commission, on Saturday, October 14, 2023 Tags: Enron, Rule […]
Click here to read the complete postRethinking Acting in Concert: Activist ESG Stewardship is Shareholder Democracy
Activist campaigns by shareholders on environmental, social, and governance (ESG) issues continue to hog the limelight. Even though the results in the 2023 proxy season have been mixed, investors’ razor sharp focus on ESG matters continues unabated, and it remains to be seen whether recent political backlash against ESG is likely to be long-lasting. The […]
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Posted in Academic Research
Tagged Climate change, ESG, Shareholders, Stewardship
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Considerations for Technology Companies in Pre-IPO Limbo
In recent weeks, Arm, Instacart, and Klaviyo priced their IPOs, marking some of the first notable IPOs by technology companies in the past 18 months. As macroeconomic conditions and market sentiment appear to stabilize, whispers of IPO potential have started to emanate from the boardrooms of late-stage private companies, underwriters, and venture funds. After an […]
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Posted in Practitioner Publications
Tagged IPO, M&A, Rule 701, SEC
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Directors: Take Activist Threats to Your Reputation with a Grain of Salt
Criticizing boards and management teams in public letters and news media often gets shareholder activists what they want from boards. These tactics, common in proxy contests, regularly work in the absence of dissident director nominations. At times, just the threat of a public campaign and negative media coverage can get activists their desired results, even […]
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Posted in Practitioner Publications
Tagged CEOs, Proxy fights, SEC, Universal Proxy Card
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Securities Law Precedents, Legal Liability, and Financial Reporting Quality
In the U.S., securities class actions (SCAs) are one of the most significant sources of legal liability for firms, allowing investors to potentially recoup investment losses caused by securities law violations. Although every legal system has a legislature that passes new securities laws and statutes, the doctrine of stare decisis grants judicial precedents a pivotal […]
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Posted in Academic Research
Tagged GAAP, SCAs, Supreme Court, U.S. Courts of Appeals
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Important MFW Developments
The MFW framework provides a pathway to business judgment review, rather than entire fairness review, of transactions involving a conflicted controller or a conflicted board (i.e., where a controller, or a majority of the board, has a personal interest in or will receive a non-ratable benefit from the transaction). The MWF prerequisites for business judgment […]
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Posted in Practitioner Publications
Tagged Delaware Supreme Court, Elon Musk, Merger, MFW
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2024 U.S. Proxy Season: Proxy Voting, Governance, and ESG Matters
Proxy Voting Matters SHAREHOLDER PROPOSALS Shareholder Proposals in the 2023 Proxy Season. In November 2021, the staff of the Division of Corporation Finance (the “Staff”) of the SEC issued Staff Legal Bulletin No. 14L (“SLB 14L”), rescinding Staff Legal Bulletins Nos. 14I, 14J and 14K. This action reversed positions the Staff had taken since 2017, […]
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Posted in Practitioner Publications
Tagged ESG, ISS, Proxy voting, Rule 14a-8
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