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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
Global Corporate Credit ESG Engagement Report
In recent years a variety of market disrupting events have underscored the importance of active ownership and the analysis of material environmental, social and governance (ESG) factors in fundamental credit research as well as investment decision-making. In our view, asset managers who leverage their relationships with issuers are best positioned to manage these ESG risks […]
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Posted in Practitioner Publications
Tagged Climate change, Corporate governance, Diversity, ESG, SEC, United Nations
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Investing in Influence: Investors, Portfolio Firms, and Political Giving
Over the past seventy years, institutional investors’ ownership of publicly traded U.S. companies has increased dramatically, from just 6 percent in 1950 to 65 percent in 2017. As a result, a large fraction of the U.S. economy is now in the hands of a relatively small number of asset management companies. The “Big Three” of […]
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Posted in Academic Research
Tagged Corporate governance, Institutional Investors, PAC, Russell 2000, S&P 500, Shareholders
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Weekly Roundup: January 27-February 2, 2023
Preparing for the 2023 Proxy Season Posted by David M. Lynn, Scott Lesmes, and John Hensley, Morrison & Foerster LLP, on Friday, January 27, 2023 Tags: Clawbacks, pay versus performance, Proxy season, Say on frequency, SEC, Shareholders Update on ESG, Stakeholder Governance, and Corporate Purpose Posted by Martin Lipton, Wachtell, Lipton, Rosen & Katz, on […]
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Posted in Weekly Roundup
Tagged Weekly Roundup
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ESG Investing After the DOL Rule on “Prudence and Loyalty in Selecting Plan Investments and Exercising Shareholder Rights”
Summary of the Rule In late 2022, the Department of Labor under President Biden promulgated a new rule on “Prudence and Loyalty in Selecting Plan Investments and Exercising Shareholder Rights,” superseding the Department’s 2020 rule promulgated under President Trump. Numerous media reports suggested that the 2022 Biden Rule permits or even encourages ESG investing, in […]
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Posted in Academic Research, HLS Research
Tagged Biden Administration, Corporate governance, Department of Labor, ERISA, ESG, Esg governance
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Delaware M&A Updates
Court of Chancery Holds Stockholder Is Not Third-Party Beneficiary Under Merger Agreement and Buyer Was Not Controller In Crispo v. Musk, the Delaware Court of Chancery, in an opinion by Chancellor McCormick, held that the plaintiff stockholder of Twitter, Inc. was not a third-party beneficiary under the company’s merger agreement with Elon Musk and therefore lacked […]
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Posted in Practitioner Publications
Tagged Delaware articles, Delaware Court of Chancery, Fiduciary duties, MFW, stockholders, Twitter
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Where is the World Going in 2023 and Beyond?
Foreword The role of today’s CEO is evolving, paralleling the shifting global financial, geopolitical and social landscapes in which they operate. Teneo is fortunate to work with and advise leading CEOs around the world as they navigate this environment. As the calendar turns from a tumultuous 2022 to the uncertainties of 2023, we surveyed more […]
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Posted in Practitioner Publications
Tagged CEOs, China, Corporate governance, Deglobalization, ESG, investors
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Conflicting Fiduciary Duties and Fire Sales of VC-backed Start-ups
Introduction In 2013 the Delaware Court of Chancery’s came to a final decision regarding the by-now-famous Trados case. Trados involved claims against the board of a startup company that was sold in a merger transaction. Plaintiffs, who held common stock of the company, alleged that board members affiliated with the company’s VC investors were conflicted […]
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Posted in Academic Research
Tagged Board of Directors, Corporate governance, Delaware cases, Delaware Court of Chancery, Fire Sales, Trados
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Antitrust and ESG
As boards continue to evaluate how environmental, social and governance (“ESG”) considerations factor into corporate operations, some lawmakers and regulators have raised potential antitrust concerns about coordinated efforts. For example, several U.S. Senators sent letters to law firms admonishing them to advise clients of increased congressional scrutiny of “institutionalized antitrust violations being committed in the […]
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Posted in Practitioner Publications
Tagged Antitrust, Biden Administration, Corporate governance, ESG, Esg governance, FTC
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Voting Rights in Corporate Governance: History and Political Economy
Voting rights became the subject of sharp legal wrangling in American political elections when the U.S. Supreme Court decided Bush v. Gore in 2000, and again thirteen years later with its decision in Shelby County v. Holder. The result has been legal action, academic debate, and media attention focused on Americans’ voting rights. Something similar has been happening to shareholder voting […]
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Posted in Academic Research
Tagged Corporate governance, political economy, Proxy voting, Shelby County v. Holder, U.S. Supreme Court, Voting Rights
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The controversy over proxy voting: The role of asset managers and proxy advisors
Abstract In this statement, we assess the role and power of proxy advisors and asset managers in corporate governance, an industry that is characterized by a limited number of voting advisory firms (ISS and Glass-Lewis), accompanied by the growing dominance of index investing in an industry with a few large asset managers, such as BlackRock, […]
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Posted in Practitioner Publications
Tagged Accountability, Corporate governance, ESG, ISS, Proxy advisory, SEC
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