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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
The Social Costs (and Benefits) of Dual-Class Stock
Dual-class stock structures allow founders to sell equity in their company without giving up control. These devices accomplish this by creating one class of stock with extra voting rights for founders and another with lesser voting rights for the general public—or no votes at all. They enable a giant company to be legally controlled by […]
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Posted in Academic Research
Tagged Citizens United v. FEC, Dual-class stock, Rule 14a-8, SEC
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Boards Confront Evolving Risks and Pressures During Another Disruptive Year
Amid ongoing volatility, boards are continuing to address an evolving risk landscape and contend with pushback on how environmental, social, and governance (ESG) risk factors should be addressed. While oversight of enterprise risk management is part of the board’s mandate, executing that remit has become a delicate balancing act. As Blackrock CEO Larry Fink wrote […]
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Posted in Practitioner Publications
Tagged Board of Directors, Cybersecurity, ESG, SEC
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Statement by Chair Gensler on Final Rules Regarding Short Sale Activity
Today, the Commission is voting to adopt rules to broaden the scope of short sale-related data available to regulators as well as the investing public. I am pleased to support this adoption because it will enhance the transparency of this important area of our markets. In the wake of the 2008 financial crisis, Congress directed […]
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Posted in Practitioner Publications
Tagged Dodd-Frank Act, FINRA, SEC, Short Sale Activity
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Statement by Commissioner Uyeda on Final Rules Regarding Short Sale Activity
Thank you, Chair Gensler. Section 13(f)(2) of the Exchange Act requires the Commission to prescribe rules providing for the public disclosure of the name of the issuer and the title, class, CUSIP number, and aggregate amount of the number of short sales of each security, and any additional information determined by the Commission. Section 13(f)(3) […]
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Posted in Practitioner Publications
Tagged Enron, Rule 13f-2, SEC, Section 13(f)(2)
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2023 Proxy Season Review
Highlights from the 2023 Proxy Season Shareholder support overall is at its lowest level in five years. Support is lower for management proposals and for shareholder proposals alike. We believe this is due—at least in part—both to a decline in market valuations (support for directors and Say-on-Pay proposals generally tracks stock price movements) and a […]
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Posted in Practitioner Publications
Tagged Board of Directors, ESG, Say on pay, Shareholder
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Weekly Roundup: October 6-12, 2023
The DNA of 2023 U.S. Sustainability Reports Posted by Martha Carter, Matt Filosa, Diana Lee, Teneo, on Friday, October 6, 2023 Tags: Board of Directors, CEOs, ESG, Sustainability AI and the Role of the Board of Directors Posted by Holly J. Gregory, Sidley Austin LLP, on Saturday, October 7, 2023 Tags: Artificial intelligence, Board of […]
Click here to read the complete postInvestors Press U.S. Boards To Separate Chair, CEO Roles
K E Y T AK E A W AY S Shareholder proposals calling for an independent board chair rose by 113% in the Russell 3000 in the first half of 2023 to the highest level in the past 10 years. Despite this spike in the number of proposals, average shareholder support levels have remained steady […]
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Posted in Practitioner Publications
Tagged Board of Directors, Glass Lewis, S&P 500, Shareholder
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Attacks on ESG Investing are also attacks on company support for Sustainability
Attacks on ESG Investing and “Woke Capitalism“ are also attacks on company endorsements of and support for Sustainability. In the last year there has been a mounting wave of attacks against “ Woke Capitalism” and ESG Investing . These attacks are seen in state legislatures and the Congress, by Presidential candidates and conservative nonprofits. These […]
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Posted in Practitioner Publications
Tagged CEOs, Climate, ESG, Sustainability
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Statement by Chair Gensler on Final Rules Regarding Beneficial Ownership
Today, the Commission adopted final rules to shorten the deadlines by which beneficial owners of a company — those who own more than 5 percent of the company — must inform the public of their position. I am pleased to support this adoption because it updates these reporting requirements for modern markets, ensures investors receive […]
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Posted in Practitioner Publications
Tagged Beneficial Ownership, Schedules 13D, Schedules 13G, SEC
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Statement by Commissioner Peirce on Final Rules Regarding Beneficial Ownership
Although better than the proposed rule, the final beneficial ownership reporting rule continues to rest on flawed economics. Accordingly, I cannot support it. The heart of the final rule is a shortening of the filing windows for Schedules 13D and G, which report an investor’s holding of large positions in a company’s shares. Although the […]
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Posted in Practitioner Publications
Tagged Schedule 13D, Schedule 13G, SEC, Williams Act
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