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Program on Corporate Governance Advisory Board
- Peter Atkins
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HLS Faculty & Senior Fellows
Author Archives: Tarik Samman
Weekly Roundup: February 3-9, 2023
Investing in Influence: Investors, Portfolio Firms, and Political Giving Posted by Raymond Fisman (Boston University), on Friday, February 3, 2023 Tags: Corporate governance, Institutional Investors, PAC, Russell 2000, S&P 500, Shareholders Global Corporate Credit ESG Engagement Report Posted by Jonathan Bailey, Savannah Irving, Neuberger Berman LLC, on Saturday, February 4, 2023 Tags: Climate change, Corporate […]
Click here to read the complete postOutlook for Activism in 2023
Shareholder activism continued to rise in 2022, and is poised to bubble over in 2023. As we turn the page on 2022, the overall macroeconomic and geopolitical picture portends continued market volatility and recessionary-like conditions, and activists of all stripes will look to capitalize on valuation re-sets and broader disruption to push their agendas at […]
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Posted in Practitioner Publications
Tagged 13D, Corporate governance, ESG, SEC, SEC enforcement, Shareholder activism
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Factors That Will Impact Proxy Season 2023
Choppy market valuations, more engaged shareholders, and new regulations will create new challenges for corporate governance in the upcoming proxy season. Companies and boards should anticipate pressure from stakeholders regarding director elections and say on pay, high numbers of shareholder proposals on environmental and social matters, and added disclosure in proxy statements. Broadridge’s analysis shows […]
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Posted in Practitioner Publications
Tagged Clawbacks, Corporate governance, ESG, Proxy voting, Say on pay, SEC
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Mergers and Acquisitions—2023
2022 was a tale of two halves for M&A. The beginning of the year was active, as robust dealmaking carried over from the record-breaking levels of 2021 to drive approximately $2.2 trillion worth of global deals through the first half of the year, compared to approximately $2.7 trillion worth of such deals announced over the […]
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Posted in Practitioner Publications
Tagged Activism, Corporate governance, Delaware Court of Chancery, ESG, M&A, SPACs
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Boardwalk Pipeline v. Bandera
In Boardwalk Pipeline Partners, LP v. Bandera Master Fund LP (Dec. 19, 2022), the Delaware Supreme Court reversed a Court of Chancery decision (Nov. 12, 2021) that had ordered the general partner of Boardwalk (a master limited partnership) to pay the former public unitholders almost $700 million in damages in connection with the general partner’s $1.56 billion […]
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Posted in Practitioner Publications
Tagged Boardwalk Pipeline Partners, Delaware cases, Delaware Court of Chancery, Delaware law, Fiduciary duties, LP v. Bandera Master Fund LP
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Proxy voting policy for U.S. portfolio companies
Introduction The information below, organized according to Vanguard Investment Stewardship’s four principles, is the voting policy adopted by the Boards of Trustees of the Vanguard-advised funds (the “Funds’ Boards”) and describes the general positions of the funds on proxy proposals presented for shareholders to vote on by U.S.- domiciled companies. It is important to note […]
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Posted in Practitioner Publications
Tagged Accountability, Audit committee, Board of Directors, Corporate governance, Proxy voting, Shareholder rights
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Corporate Officers, Not Just Directors, Can Be Liable for Duty of Oversight Violations
In an important opinion that will have significant implications for derivative lawsuits arising from corporate crises, ESG issues and financial challenges, Vice Chancellor Laster on January 25, 2023 denied a motion to dismiss a derivative lawsuit alleging that the former head of human resources (“Defendant”) for global fast food company McDonald’s breached his fiduciary duties […]
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Posted in Practitioner Publications
Tagged Caremark, Delaware Court of Chancery, Derivative suits, Duty of oversight, ESG, Oversight
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ESG in 2023: Politics and Polemics
ESG is poised to become a major element of nonfinancial reporting at the very moment that it is becoming highly controversial and politicized. New European Union rules regarding mandatory ESG reporting will affect public and private U.S. companies that meet certain EU-presence thresholds or—significantly—are part of the value chain of an entity that is required to […]
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Posted in Practitioner Publications
Tagged Corporate governance, CSRD, Elon Musk, ESG, Esg governance, Wachtell Lipton
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Does Greater Public Scrutiny Hurt a Firm’s Performance?
CEOs are often concerned about the public scrutiny that comes with leading a public firm. Founders want their firm to stay private to avoid that scrutiny. Public scrutiny can be valuable, however, as it can lead to more monitoring of firms, which may improve performance. At the same time, greater attention can have adverse effects. […]
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Posted in Academic Research
Tagged CEOs, Corporate governance, Public Scrutiny, ROA, S&P 500, SEC
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Expanding and Diversifying Director Candidate Pools through Subsidiary Board Service
The business case for board diversity is not new and may no longer be forward-thinking. While organizations – and other parties – have introduced initiatives to encourage boardroom diversity, developing the next generation of board members is a persistent challenge for many business leaders. Beyond current initiatives to increase boardroom diversity, organizations with subsidiaries are […]
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Posted in Practitioner Publications
Tagged board diversity, Board of Directors, Boardroom, CEOs, Corporate governance, ESG
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