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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
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- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Tarik Samman
Weekly Roundup: December 19-25, 2025
When a Whistleblower Complaint Becomes a Board-Level “Red Flag” Posted by Jim Ducayet and Barret V. Armbruster,Sidley Austin LLP, on Friday, December 19, 2025 Tags: Board of Directors, Delaware Court, Delaware Supreme Court, Whistleblower Mergers and Acquisitions — Reviewing 2025 and Looking Ahead to 2026 Posted by Victor Goldfeld, Benjamin Roth, Mark Stagliano, Wachtell Lipton […]
Click here to read the complete postThe Recent Evolution of Shareholder Activism in the United States
The US shareholder activism environment is maturing and increasingly complex, characterized by new players, evolving tactics, and shifting boardroom dynamics. This report, a complement to The Conference Board annual Proxy Season Review, draws on data from SEC filings, investor websites, news releases, and media to highlight the growing use of board challenges, CEO targeting, and […]
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Posted in Practitioner Publications
Tagged CEOs, Proxy season, SEC, Shareholder activism
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Venture capital outlook for 2026: 5 key trends
After two years of capital scarcity, liquidity is finally returning to the venture ecosystem (even if unevenly). In 2026, we believe venture investors will need to navigate a more selective, quality-driven environment where access, underwriting discipline, and cross-market insights will matter most. We see this as a period of reinvestment: a moment to lean into […]
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Posted in Practitioner Publications
Tagged IPOs, M&A, private market, Venture Capital
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Insider Trading Policies: A Survey of the SV150
A Survey of the SV150 Wilson Sonsini is pleased to present Insider Trading Policies: A Survey of the SV150, which analyzes the insider trading policies of Silicon Valley’s largest public companies. This report summarizes the results of our review of the insider trading policies filed by 145 companies in the Lonergan SV150, which ranks the […]
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Posted in Practitioner Publications
Tagged Hedge funds, Hedging, Insider trading, SEC
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A Look at AI-Related Shareholder Proposals at U.S. Companies, 2022-2025
The long-projected systemic and business transformations that can be brought about by Artificial Intelligence (AI) technologies have started. Accordingly, many companies and their boards of directors have faced scrutiny in recent years over effective governance mechanisms and due diligence of the opportunities as well as the material risks—financial, regulatory, legal, and reputational—posed by AI. Potential […]
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Posted in Practitioner Publications
Tagged AI, Artificial intelligence, SEC, Shareholder proposals
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‘We Will Get By, We Will Survive’ – The Future of Shareholder Proposals
As discussed in more detail in Cooley’s October 10 alert, remarks by Securities and Exchange Commission (SEC) Chairman Paul Atkins suggest that Delaware-incorporated companies may be able to exclude precatory (nonbinding) shareholder proposals under Rule 14a-8(i)(1) of the Securities Exchange Act of 1934 – provided they submit a no-action request to the SEC accompanied by a […]
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Posted in Practitioner Publications
Tagged Bylaw, Delaware law, Rule 14a-8, Shareholder proposals
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2026 Annual Report and Proxy Season: E&S Matters, Executive Compensation, and Governance
CLIMATE CHANGE STATUS OF THE SEC’S RULES ON CLIMATE DISCLOSURE In March 2024, the SEC adopted rules entitled “The Enhancement and Standardization of Climate-Related Disclosures for Investors” (the “Climate Rules”), intended to standardize how public companies report material climate-related risks and greenhouse gas emissions. The Climate Rules were almost immediately the subject of litigation, which […]
Click here to read the complete postMergers and Acquisitions — Reviewing 2025 and Looking Ahead to 2026
In a year marked by not-insignificant change — geopolitical, economic, technological, regulatory and market — 2025 has been a year of much increased M&A activity, in the United States and around the world. M&A deal volume in the United States is on pace to reach approximately $2.3 trillion, up 49% from 2024, and global M&A […]
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Posted in Practitioner Publications
Tagged Board of Directors, government regulation, M&A, Private equity
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Recent Developments for Directors
SEC Permits Companies to Exclude Shareholder Proposals Without SEC Preclearance In a significant change to how the SEC Staff handles requests to exclude Rule 14a-8 shareholder proposals, during the 2025–2026 proxy season companies will no longer need to seek Staff no-action relief before excluding a proposal, except for proposals excluded as improper under state law. Instead, companies […]
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Posted in Practitioner Publications
Tagged Board of Directors, Rule 14a-8, SEC, Shareholder proposals
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