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Program on Corporate Governance Advisory Board
- Peter Atkins
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HLS Faculty & Senior Fellows
Author Archives: Tarik Samman
Proxy Voting Insights: Key ESG Resolutions
Key Takeaways The Volume of Shareholder Resolutions Keeps Rising The number of shareholder resolutions proposed at U.S. companies grew by 18% in the 2023 proxy year to a total of 616, from 522 in 2022. This followed an already strong increase of 16% in 2022, following the SEC’s decision to broaden the definition of permissible […]
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Posted in Practitioner Publications
Tagged E&S, ESG, Proxy voting, Shareholder
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The Administrative Origins of Mandatory Disclosure
History looms large for securities regulation. For many in the field, the “founding” of the U.S. mandatory disclosure regime in the 1930s carries deep meaning, infusing current actions with legitimacy and purpose. The familiar origin story is undeniably compelling. The brightest legal minds of their generation were called down from the ivory tower to help […]
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Posted in Academic Research
Tagged Congress, Mandatory Disclosure, Regulators, Securities Act
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The 2023 Say on Pay Season – Outcomes and Observations
Say on Pay (SOP) votes were mandated by the Dodd-Frank Act of 2010 as a mechanism to allow shareholders to voice their opinions about the level and structure of executive compensation as well as promote the engagement of companies and their shareholders regarding a key area of corporate governance. The general view was that shareholders […]
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Posted in Practitioner Publications
Tagged ISS, Say on pay, SOP, TSR
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Corporate Governing: Promises and Risks of Corporations as Socio-Economic Reformers
Corporations are increasingly active in public affairs across a range of critical issues such as racial justice, gender parity, climate change, and more. This trend has given rise to two phenomena: corporate socio-economic advocacy and government substitution. Together, they form what I refer to as “corporate governing.” Corporate Socio-Economic Advocacy: In this aspect of corporate […]
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Posted in Academic Research
Tagged American Politics, Corporate governance, Delaware cases, Socio-Economic
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Director Elections under the Microscope
“Proxy advisors Glass Lewis and ISS appear to be taking opposing sides when it comes to issuing recommendations on directors.” Proxy season offers shareholders essential vision into how companies are reacting to various risks and opportunities, which often results in issuers being confronted with tough questions from key stakeholders, an issue that has likely become […]
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Posted in Practitioner Publications
Tagged Board of Directors, Glass Lewis, ISS, Proxy season
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Secret and Overt Information Acquisition in Financial Markets
In February 2020, Castlefield, a U.K. investment company, publicly disclosed on its website a site visit it conducted with Alumasc, a U.K.-based supplier of premium building products. Site visits are considered costly and significant activities for investors to acquire information. Investors may have incentives to keep secret these activities to maintain their trading advantage over […]
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Posted in Academic Research
Tagged Acquistions, financial markets, investors, Regulations
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California’s Proposed Bills Require Reporting on Climate Emissions and Risks
While all eyes are on proposed federal and European climate disclosure rules, the California legislature passed two climate-related bills that overlap somewhat with the Securities and Exchange Commission (SEC)’s proposed climate rules (see our client alert on the proposal). Senate Bill 253, the Climate Corporate Data Accountability Act, requires California’s State Air Resources Board (CARB) to adopt […]
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Posted in Practitioner Publications
Tagged California, Climate Disclosure, EU, SEC
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Risk Management and the Board of Directors
This post is based on a Wachtell article by Martin Lipton, John Savarese, Sarah K. Eddy, Ryan McLeod, Elina Tetelbaum, David Adlerstein, and Carmen Lu. I. INTRODUCTION Overview Public companies and their boards of directors face an increasingly complex array of risks that test the resilience of corporate values, strategies, operations, and enterprise risk management frameworks. […]
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Posted in Practitioner Publications
Tagged Board of Directors, Fiduciary duties, Risk management, SEC
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Startup Failure
Venture-backed startups famously aim for “exit.” On the path to building great companies, entrepreneurs raise rounds of venture financing and assemble a team to develop an innovative product or service that can grow fast. Success for startups is often framed as reaching a liquidity event, or exit, that provides financial returns and rewards to the […]
Click here to read the complete postWeekly Roundup: September 22-28, 2023
Who are the new directors? Posted by Subodh Mishra, Institutional Shareholder Services, Inc., on Friday, September 22, 2023 Tags: board diversity, Board of Directors, CEOs, Corporate governance The EU’s New ESG Disclosure Rules Could Spark Securities Litigation in the US Posted by Raquel Fox, Simon Toms, and Jeongu Gim, Skadden, Arps, Slate, Meagher & Flom […]
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Posted in Weekly Roundup
Tagged Weekly Roundup
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