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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
Board Practices: Artificial intelligence
Artificial intelligence (AI), the use of technology to execute or simulate processes that would otherwise require human intelligence, is not new. But rapidly expanding technologies and evolving consumer digital preferences and expectations have generated intense interest in leveraging AI to help achieve efficiencies, increase competitive advantage, and enhance engagement with customers/ clients and other stakeholders. […]
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Posted in Practitioner Publications
Tagged AI, competition, frameworks, Monetary policy, Oversight, Risk, technology
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ESG in Mid-2023: Making Sense of the Moment
The backlash against ESG in the United States has been unmistakable in 2023. More than one-third of states have passed anti-ESG laws in 2023, most ESG-related shareholder proposals failed to garner majority support, new lawsuits have been filed challenging companies’ ESG-related activities and decisions, and some companies seem to be distancing themselves from the term […]
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Posted in Practitioner Publications
Tagged anti-ESG, Diversity, ESG, Proxy season, Shareholder proposals, Sustainability, voting guidelines
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New Ruling Highlights Unintended Consequences of Excluding Officers from Fiduciary Duty Waivers
Delaware law provides parties with significant flexibility to restrict or eliminate fiduciary duties in LLC agreements. Sophisticated parties regularly take advantage of this flexibility by eliminating fiduciary duties of members and directors of LLCs. These same parties, however, often choose not to extend these waivers to officers of the LLCs, often stemming from a desire […]
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Posted in Delaware Law Series, Practitioner Publications
Tagged Delaware articles, Delaware cases, Delaware Court of Chancery, Delaware law, Fiduciary duties, Mergers & acquisitions, waivers
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2023 Proxy Season Review: Rule 14a-8 Shareholder Proposals
A. OVERVIEW OF SHAREHOLDER PROPOSALS The number of Rule 14a-8 proposals submitted to S&P Composite 1500 companies reached over 800 for the first time in the core proxy season. Compared, however, to the more substantial year-over-year increases in 2022 (9%) and 2021 (12%), the year-over-year increase in the total number of submissions was more modest […]
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Posted in Practitioner Publications
Tagged anti-ESG, Board composition, ESG, Management, Proxy season, Shareholder proposals, Social capital
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Special Committee Report
This post surveys corporate transactions announced during the first half of 2023 that used special committees to manage conflicts and key Delaware judicial decisions during this period ruling on issues relating to the use of special committees. Who Controls and When? Delaware courts have held that transactions between a controlled company and its controller are […]
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Posted in Delaware Law Series, Practitioner Publications
Tagged corporate transactions, Delaware articles, Delaware cases, Delaware Court of Chancery, Delaware law, standard of review
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Mitigating Litigation Risk When Incorporating DEI Goals Into Executive Incentive Programs
On June 29, 2023, the Supreme Court found Harvard and UNC’s admissions policies, which considered race and ethnicity as factors in admissions, to be unlawful under Title VI of the Civil Rights Act of 1964 and the Equal Protection Clause of the Fourteenth Amendment. While this ruling does not directly impact corporate DEI programs due […]
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Posted in Practitioner Publications
Tagged dei, EEOC, Supreme Court, Wal-Mart
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CalSTRS Escalates Efforts to Hold Global Companies Accountable for Not Adequately Disclosing Climate Change Risks
WEST SACRAMENTO, Calif. (August 10, 2023) – For the 2023 proxy season, the California State Teachers’ Retirement System (CalSTRS)—the world’s largest educator-only pension fund with more than $315 billion in assets—stepped up its efforts to hold companies around the globe accountable for failing to address climate change risks: CalSTRS voted against the boards of directors […]
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Posted in Practitioner Publications
Tagged Board of Directors, CalSTRS, Climate change, Proxy season
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More Women Take CEO Jobs But Parity Still Decades Away
When we analyzed the 1,822 companies listed on the world’s leading stock indices, we found a total of 106 CEOs left their positions in the first half of 2023. This is just two fewer than we saw in the first half of 2022, which was a record year for CEO turnover. This high level of […]
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Posted in Practitioner Publications
Tagged Board of Directors, CEOs, Diversification, Diversity
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Voting Rationales
Voting is a central part of corporate governance, giving shareholders the power to shape a company’s future. With institutional investors holding more than 70% of publicly traded companies’ shares in the US, the success of governance hinges on institutional investors responsibly using their voting power. But what drives institutional investors’ voting decisions? While existing literature […]
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Posted in Academic Research
Tagged Board of Directors, Corporate governance, Institutional Investors, Proxy voting
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