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Program on Corporate Governance Advisory Board
- Peter Atkins
- David Bell
- Kerry E. Berchem
- Richard Brand
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- Paul Choi
- Jesse Cohn
- Arthur B. Crozier Christine Davine
- Renata J. Ferrari
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- Ray Garcia
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HLS Faculty & Senior Fellows
Author Archives: Tarik Samman
EU Finalizes ESG Reporting Rules with International Impacts
SUMMARY The European Union has finalized the Corporate Sustainability Reporting Directive (“CSRD”) that will introduce more detailed sustainability reporting requirements for EU companies, non-EU companies meeting certain thresholds for net turnover in the EU and companies with securities listed on a regulated EU market. The CSRD entered into force on January 5, 2023 and is […]
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Posted in Practitioner Publications
Tagged Climate change, Corporate governance, CSRD, EFRAG, ESG, EU
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Delaware Courts Provide Guidance on Incumbent Board Enforcement of Advance Notice Bylaws
In late 2021 and early 2022, two decisions from the Court of Chancery addressing advance notice bylaws reiterated, consistent with long-standing Delaware law, that clear and unambiguous advance notice bylaws will be enforced. These decisions also noted that application of such bylaws remains subject to equitable review to determine if the incumbent board acted manipulatively […]
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Posted in Practitioner Publications
Tagged Board of Directors, Corporate governance, Court of Chancery, Delaware articles, Delaware cases, Stakeholders
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Update on ESG, Stakeholder Governance, and Corporate Purpose
As we previously described (most recently here and here), environmental, social, and governance (ESG) topics have become prominent (and polarized) political issues in recent months. In the two months since our last update, significant developments in the attack on ESG have occurred in a few areas, as illustrated in the examples set out below. In providing this update, […]
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Posted in Practitioner Publications
Tagged Asset Managers, Corporate governance, ESG, Proxy advisory, Shareholder activism, Stakeholders
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Preparing for the 2023 Proxy Season
Public companies need to consider recent developments when preparing for the 2023 proxy and annual reporting season. We summarize key regulatory developments, recent guidance, important disclosure considerations and updates to the voting guidelines of the proxy advisory firms. Pay Versus Performance In August 2022, the SEC adopted the pay versus performance disclosure requirements that the […]
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Posted in Practitioner Publications
Tagged Clawbacks, pay versus performance, Proxy season, Say on frequency, SEC, Shareholders
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Weekly Roundup: January 20-26, 2023
Compensation Season 2023 Posted by Adam J. Shapiro, Michael J. Schobel, and Erica E. Bonnett, Wachtell, Lipton, Rosen & Katz, on Friday, January 20, 2023 Tags: Clawbacks, Dodd-Frank Wall Street Reform, Human capital, ISS, Proxy advisors, SEC Get boardroom ready: five ways to improve executive interactions with the board Posted by Maria Castañón Moats, Paul […]
Click here to read the complete postOversight of Proxy Voting Advisors: US and EU Regulators Converge
The proxy voting advisory and research industry, which includes leaders ISS and Glass Lewis, are increasingly at the center of a whipsaw debate between those who urge that investor stewardship be constrained and those who advocate for it to be enhanced. Regulators have long been drawn into the vortex. But until recently two of the […]
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Posted in Academic Research, HLS Research
Tagged ESMA, Glass Lewis, Institutional Investors, ISS, Proxy voting, SEC
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Amendments to Rules Governing Trading Plans and Insider Filings
On Dec. 14, 2022, the Securities and Exchange Commission (the “SEC”) adopted amendments to Rule 10b5-1 under the Securities Exchange Act of 1934 (the “Exchange Act”), that include, among other things, changes to Rule 10b5-1(c)(1)’s affirmative defense to insider trading liability under Section 10(b) and Rule 10b-5 under the Exchange Act. These changes are aimed […]
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Posted in Practitioner Publications
Tagged 10b5-1, Corporate governance, Exchange Act, MNPI, SEC, SEC enforcement
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SEC Strategic Plan for Fiscal Years 2022-2026
Our Goals Protecting the Investing Public; Maintaining a Robust, Relevant Regulatory Framework; Supporting a Skilled and Diverse Workforce The United States has the largest, most sophisticated, and most innovative capital markets in the world. U.S. capital markets represent about 40 percent of the global capital market. Companies and investors access the U.S. capital markets at […]
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Posted in Securities Litigation & Enforcement
Tagged Cryptoassets, Data science, Investor protection, SEC, SEC enforcement, Strategic Plan
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ISS Updates Frequently Asked Questions for Equity Compensation Plans, Peer Group Selection and Compensation Policies
ISS recently issued Frequently Asked Questions (FAQs) documents related to equity compensation plans, the peer group selection methodology and issuer submission process, and compensation policies. The equity compensation plan FAQs cover topics under the rubric of ISS’ Equity Plan Scorecard (EPSC) and the compensation policies FAQs cover compensation topics more broadly. This update highlights select […]
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Posted in Practitioner Publications
Tagged CARES Act, CEOs, EPSC, ISS, Proxy voting, S&P Dow Jones
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How Twitter Pushed Stakeholders Under The Bus
We just posted on SSRN a new discussion paper, How Twitter Pushed Stakeholders under the Bus.(An earlier post noting our work on this project and our take on the subject is available here.) This paper provides a case study of the acquisition of Twitter by Elon Musk. Our analysis indicates that when negotiating the sale […]
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Posted in Academic Research, HLS Research
Tagged Board of Directors, Corporate governance, Elon Musk, Shareholder activism, shareholder advocacy, Twitter
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