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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
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- Marc Trevino Jonathan Watkins
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HLS Faculty & Senior Fellows
Author Archives: Tarik Samman
Abandoned and Split But Never Reversed: Borak and Federal Court Derivative Litigation
J.I. Case Company v. Borak is perhaps unique in contemporary Supreme Court jurisprudence. Although the Court has “abandoned” the 1964 precedent, Borak has never been formally reversed, and it continues to generate circuit splits, most recently concerning the enforceability of a forum selection provision. Borak held that shareholders enjoy a private right of action under […]
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Posted in Academic Research
Tagged Delaware law, Exchange Act, J.I. Case Company v. Borak, Lee v. Fisher, Rule 14a-9, section 14(a)
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EU Corporate Sustainability Reporting Directive – disclosure obligations for EU and non-EU companies
On 10 November 2022, the EU Parliament adopted the Corporate Sustainability Reporting Directive (“CSRD“). The EU Council is expected to adopt the CSRD on 28 November 2022, after which it will be published in the Official Journal. The CSRD will then enter into force 20 days after publication and EU member states will have 18 months to […]
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Posted in Practitioner Publications
Tagged CSRD, ESG, Esg governance, EU, Sustainability, The European Financial Reporting Advisory Group
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Silicon Valley and S&P 100: A Comparison of 2022 Proxy Season Results
In the 2022 proxy season, 143 of the of the technology and life sciences companies included in the Fenwick – Bloomberg Law Silicon Valley 150 List (SV 150) and 99 of the companies in Standard & Poor’s (S&P 100) held annual meetings. Generally, such annual meetings will, at a minimum, include voting with respect to […]
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Posted in Practitioner Publications
Tagged Board of Directors, Proxy season, Proxy voting, Say on pay, Shareholder proposals, Shareholder voting
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SEC Finalizes Proxy Vote Reporting Changes: New Form N-PX
The Securities and Exchange Commission recently made the most significant changes to U.S. proxy vote reporting in the past 20 years. On November 2, 2022, a divided SEC adopted rules requiring Form 13F filers to disclose their say-on-pay votes, as well as significantly revising and expanding the disclosures required on Form N-PX, the form that […]
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Posted in Practitioner Publications
Tagged Form 13F, Form N-PX, Proxy voting, Say on pay, SEC, SEC enforcement
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PBCs and the Pursuit of Corporate Good
WHAT IS A PBC? There exists a longstanding notion, often cited by corporate executives and directors, that a corporation’s primary purpose is to maximize stockholder value. In 2013, Delaware adopted a new subchapter of the Delaware General Corporation Law (“DGCL”) that allowed corporations to form as, or convert into, a public benefit corporation (“PBC”), a […]
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Posted in Practitioner Publications
Tagged Corporate purpose, Corporate Social Responsibility, DGCL, eBay v. Newmark, stockholders, Unocal v. Mesa
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Weekly Roundup: December 2-8, 2022
SEC Adopts Amendments to Modernize Fund Shareholder Reports and Disclosures Posted by Whitney A. Chatterjee, Donald R. Crawshaw, William G. Farrar, Sullivan & Cromwell LLP, on Friday, December 2, 2022 Tags: ESG, Investment Company Act, Mutual funds, Rule 30e-3, SEC, SEC enforcement, XBRL The Director’s Guide to Shareholder Activism Posted by Maria Castañón Moats, Paul […]
Click here to read the complete postRemarks by Commissioner Peirce at the American Enterprise Institute
Thank you, Ben [Zycher], and thanks to the American Enterprise Institute for the opportunity to be part of today’s event. Before I begin, I must remind you that my views are my own and not necessarily those of the Securities and Exchange Commission (“SEC”) or my fellow Commissioners. As an SEC Commissioner, I appreciate hearing […]
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Posted in Practitioner Publications
Tagged Form 10-K, Form S-1, GHG Disclosure, Regulation S-X, SEC, SEC enforcement
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Human Rights-Related Shareholder Proposals in the 2022 U.S. Proxy Season
The topic of human rights is of major concern among many stakeholder groups, spanning the public, private, and social sectors (e.g., companies, investors, consumers, NGOs, governments, intergovernmental organizations, etc.). Human rights issues present material risks to not only companies, but also to institutional investors, as reputational as well as regulatory and litigation risks, can impact […]
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Posted in Practitioner Publications
Tagged Corporate purpose, Corporate Social Responsibility, ESG, Esg governance, EU, Human rights
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How Peter Drucker Revolutionized Canada’s Public Sector Pension System: Lessons for Americans
“They own assets all over the world, including property in Manhattan, utilities in Chile, international airports, and the high-speed railway connecting London to the Channel tunnel. They have taken part in six of the top 100 levered buy-outs in history. They have won the attention of Wall Street, which considers them rivals, and institutional investors, […]
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Posted in Practitioner Publications
Tagged 1990 Teachers’ Pension Act, Board Selection, Canada, Drucker, OTPP, Pension, The Economist
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SEC Division of Enforcement Annual Report Highlights Record-Breaking Recoveries
On November 15, 2022, the U.S. Securities and Exchange Commission (SEC) released its enforcement results for the 2022 fiscal year (October 1, 2021 – September 30, 2022). The SEC reported that it brought a total of 462 standalone actions, a 6.5% increase over 2021. The total enforcement actions also increased 9% from the prior year […]
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Posted in Practitioner Publications
Tagged Cryptoassets, Cryptocurrency, FCPA, Investment Company Act, SEC, SEC enforcement
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