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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 Universal Proxy: An Early Look
The Universal Proxy: Background Last year, the Securities and Exchange Commission’s universal proxy rule took effect. Prior to the rule’s adoption, companies and dissident shareholders sent separate proxy cards listing only their own slate of nominees for board of directors. It was difficult for shareholders to mix and match management and dissident nominees unless they […]
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Posted in Practitioner Publications
Tagged Corporate governance, NYSE, Proxy season, Rule 14a-2, SEC, Universal Proxy
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Equal Treatment for U.S. Investors
The expiration of an SEC no-action letter is typically not a topic of interest to the general public or members of Congress. But a firestorm is about to descend on Washington over the SEC’s plans to let a temporary measure adopted nearly six years ago expire this summer. Wall Street lobbyists are gearing up to […]
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Posted in Academic Research, HLS Research
Tagged Congress, Goldman Sachs, Investor protection, MiFID, Morgan Stanley, SEC
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How Have the Top U.S. Asset Managers Voted in 2022?
Executive Summary The last year has seen the debate over sustainable investing come to a head. There has never been a greater range of views on how considering environmental, social, and governance factors affects investing. Amid all this debate, everyone seems to agree on one thing: proxy-voting decisions matter. Asset managers believe that voting at […]
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Posted in Practitioner Publications
Tagged Asset Managers, Climate change, Corporate Social Responsibility, ESG, Proxy voting, Shareholder activism
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The Liability Trap: Why the ALEC Anti-ESG Bills Create a Legal Quagmire for Fiduciaries Connected with Public Pensions
EXECUTIVE SUMMARY Two proposed bills barring public pensions from considering environmental, social, and governance investment criteria create massive legal risk for any pension fiduciary or service provider. The American Legislative Exchange Council “boycott bill” and the “fiduciary duty” bill, if adopted, would impose irreconcilable legal requirements on such fiduciaries, and subject them to compliance with […]
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Posted in Academic Research, Practitioner Publications
Tagged ALEC, Biden Administration, Corporate governance, DOL, ESG, Fiduciary duties
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Delaware Supreme Court Enforces Partnership’s Agreement Unambiguous Exculpation Provision
Delaware Supreme Court Enforces Partnership Agreement’s Unambiguous Exculpation Provision Waiving Fiduciary Duties and Presuming Good Faith When Relying on Advice of Counsel in Reversing $690 Million Damages Award to Minority Investors of Boardwalk Pipeline Partners LP On December 19, 2022, Chief Justice Seitz issued an opinion for a unanimous Delaware Supreme Court, sitting en bane, […]
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Posted in Practitioner Publications
Tagged Bandera Master Fund LP v. Boardwalk Pipeline Partners, Corporate governance, delaware, Delaware Court of Chancery, Fiduciary duties, Minority Investors
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How To Fix The C-suite Diversity Problem
What is the state of diversity in the C-suite? Diversity, Equity, and Inclusion have been climbing the board and CEO agendas for decades. But while we’ve seen strong commitments and progress in entry-level roles across industries, we’re still a long way off from achieving true equity at the top. So, what’s holding leaders back? And […]
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Posted in Practitioner Publications
Tagged Board of Directors, C-suite, CEOs, Diversity, S&P100, S&P500
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The 2023 board agenda
Introduction The more things change… On the board’s agenda first focused on the upcoming year’s “hot topics” in January 2018. Looking at that publication five years later is instructive; it reminds us that while many new topics are likely to be on board agendas in 2023, some topics continue to be at the forefront of […]
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Posted in Practitioner Publications
Tagged Board composition, Board of Directors, Climate change, climate disclosures, Cyber-risk, Stakeholders
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Weekly Roundup: February 17-23, 2023
Third-Party Risk Oversight Posted by Dan Kinsella, Adam Thomas, Deloitte & Touche LLP, on Friday, February 17, 2023 Tags: Board of Directors, C-suite, Corporate governance, COVID-19, ESG, TPRM ESG: EU Regulatory Change and Its Implications Posted by Lewis Davison, Fiona McNally and Charlotte North, BNY Mellon, on Saturday, February 18, 2023 Tags: Corporate governance, ESG, […]
Click here to read the complete postDOJ Doubles Down on Efforts To Incentivize Early Self-Reporting and Cooperation
On January 17, 2023, the U.S. Department of Justice (DOJ) announced revisions to the Criminal Division’s Corporate Enforcement Policy. The revisions follow Deputy Attorney General (DAG) Lisa Monaco’s September 2022 memorandum directing all DOJ components to adopt clear policies on certain issues, including a written policy to incentivize voluntary self-disclosure by companies. (See our November 21, 2022, October 6, […]
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Posted in Practitioner Publications
Tagged Corporate governance, Criminal Division’s Corporate Enforcement Policy, Deputy Attorney General (DAG), Disclosure, FCPA, U.S. Department of Justice (DOJ)
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Gender Diversity in the C-Suite
Research shows that adding women to the C-suite changes how companies think. Women executives impact how the C-suite approaches strategy and innovation. Simply put, women in executive leadership is good for business. And yet, women are still vastly underrepresented in the top leadership teams at America’s largest public companies. In Russell Reynolds Associates’ analysis of […]
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Posted in Practitioner Publications
Tagged Board of Directors, CEOs, Corporate governance, Gender Diversity, S&P100, S&P500
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