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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
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- Jason M. Halper William P. Mills
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HLS Faculty & Senior Fellows
Author Archives: Tarik Samman
National Security Creep in Corporate Transactions
When the Biden Administration released its Interim National Security Strategic Guidance in 2021, it asserted that “our policies must reflect a basic truth: in today’s world, economic security is national security.” This perspective is not new—the Trump Administration, too, made similar statements. In a new paper, National Security Creep in Corporate Transactions, forthcoming in the […]
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Posted in Academic Research
Tagged CFIUS, Corporate governance, Europe, FIRRMA, Foreign issuers, NSIA
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How Companies Should Approach Shareholder Proposals This Proxy Season
Key Takeaways: The SEC’s “shareholder proposal rule” was adopted to provide proponent shareholders access to management and fellow shareholders, but with limits to ensure that such access was not being misused or abused for personal gain. SEC Staff responses to shareholder proposal no-action requests last season (the “shift in approach”) disrupted the balance of shareholder […]
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Posted in Practitioner Publications
Tagged Proxy season, proxy statements, Rule 14a-8, SEC, Securities Exchange Act of 1934, Shareholders
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Crisis prevention and readiness
Crisis prevention and readiness Crisis prevention and readiness have taken on greater urgency for management and boards as corporate crises—frequently self-inflicted— continue to make headlines. One question that quickly takes center stage, particularly if warning signs went unheeded, corporate culture was the culprit, or the company’s response was seen as inadequate: Where was the board? […]
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Posted in Practitioner Publications
Tagged Accountability, CEOs, Corporate governance, Managmenet, Risk management, Sustainability
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The Top 15 Anticipated ESG-Related Considerations That Will Influence Strategy in 2023
1. Blackrock’s voting “democratization” will gain popularity & eventual adoption by State Street & Vanguard, thereby adding yet another drain on management’s investor engagement resources Larry Fink’s 2022 letter to CEOs outlines an unprecedented systematic change to proxy voting and marks a potentially disruptive inflection point within the conventional proxy voting process. According to Blackrock, […]
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Posted in Practitioner Publications
Tagged Bloomberg Law, ESG, Esg governance, Proxy voting, SEC, Sustainability
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SEC Press Release provides Compliance Checklist for Corporations
Takeaways The SEC collected a record $4.2 billion in penalties in enforcement actions in 2022, nearly three times the figure in 2021. Recent enforcement actions involving ESG issues, 10b5-1 plans and cybersecurity align with the SEC’s rulemaking initiatives on those topics. Increasingly, as part of settlements, the commission has insisted that companies retain an independent […]
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Posted in Practitioner Publications
Tagged Cybersecurity, Disclosure, ESG, GAAP, Rule 10b-5-1, SEC
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Be Careful What You Wish For
Earlier this year, Republican Senators introduced the “INDEX” Act that would require passively managed funds to vote proxies in accordance with the instructions from their clients. The proposed bill followed the announcement of BlackRock’s “Voting Choice” initiative that provides clients the option to vote proxies themselves. Vanguard and SSGA have announced similar initiatives that provide […]
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Posted in Practitioner Publications
Tagged BlackRock, Corporate governance, ESG, ISS, Proxy voting, Say on pay
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US SEC Enforcement 2022 Year in Review
On November 15, 2022 the Securities and Exchange Commission announced the Division of Enforcement’s results for fiscal year 2022, which ended on September 30, and was the first full year for the Division under the leadership of both Chair Gary Gensler and Director of Enforcement Gurbir Grewal. Results were up from the year before, with […]
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Posted in Practitioner Publications
Tagged Accountability, Corporate governance, Crypto Assets, ESG, SEC enforcement, Sustainability
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Enhanced Proxy Voting Disclosure Requirements for Investment Funds
SUMMARY On November 2, 2022, the SEC voted 3 to 2 (Commissioners Hester Peirce and Mark Uyeda dissenting) to adopt amendments to Form N-PX to enhance the information mutual funds, exchange-traded funds and certain other registered funds (“funds”) report about their proxy votes (together, the “final rules”). In addition, the final rules will require disclosure on […]
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Posted in Practitioner Publications
Tagged Esg governance, Form N-PX, Proxy voting, Say on pay, SEC enforcement, Securities and Exchange Act
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ISS Issues Benchmark Policy Updates for 2023
At the end of last week, ISS announced its benchmark policy updates for 2023. The policy changes will apply to shareholder meetings held on or after February 1, 2023, except for those with one-year transition periods. The changes for U.S. companies relate to policies regarding, among other things, unequal voting rights, problematic governance structures, board gender diversity, […]
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Posted in Practitioner Publications
Tagged Corporate governance, ESG, ISS, Proxy voting, SEC, Sustainability
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New DOL Guidance on ESG and Proxy Voting
On November 22, 2022, the Department of Labor (“DOL”) released its final rule (the “Final Rule”) clarifying the application of ERISA’s fiduciary duties to the selection of investments and investment courses of action, including with respect to the consideration of environmental, social and governance (“ESG”) factors and the exercise of shareholder rights. The Final Rule, […]
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Posted in Practitioner Publications
Tagged Corporate governance, DOL, ERISA, ESG, Fiduciary duties, Final Rule
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