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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
The Evolution of ESG Disclosure for Biotech Companies
Overview In 2022, many smaller biotech companies appear to be making progress toward addressing the environmental, social and governance (ESG) risks and opportunities affecting them and their industry. As a follow-up to our report Biotech’s ESG Crossroads, released earlier this year, we re-examined the ESG disclosure practices of 48 of the 50 public biotech companies […]
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Posted in Practitioner Publications
Tagged Biotech companies, Compliance & ethics, ESG, Esg governance, ESG Performance, SASB
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The Director’s Guide to Shareholder Activism
Preface We take an expansive view of shareholder activism. For many people, the phrase may conjure images of hedge funds waging proxy battles as they try to win control of their target’s board. That’s a part of activism, to be sure. But, for the purposes of this document, the term refers to the efforts of […]
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Posted in Practitioner Publications
Tagged Board of Directors, Executive Compensation, Hedge funds, Institutional Investors, Proxy fights, Shareholder activism
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SEC Adopts Amendments to Modernize Fund Shareholder Reports and Disclosures
Amendments Modify the Disclosure Framework for Mutual Funds and Exchange-Traded Funds to Create a New Layered Disclosure Approach to Highlight Key Information for Retail Investors SUMMARY On October 26, 2022, the Securities and Exchange Commission (the “SEC”) adopted, by a unanimous vote, its previously proposed amendments to the mutual fund and exchange-traded fund disclosure framework […]
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Posted in Practitioner Publications
Tagged ESG, Investment Company Act, Mutual funds, Rule 30e-3, SEC, SEC enforcement, XBRL
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Weekly Roundup: November 25-December 1, 2022
Lessons from the Chancery Court Decision in P3 Health Group Posted by Gail Weinstein, Steven J. Steinman, Brian T. Mangino, Fried, Frank, Harris, Shriver & Jacobson LLP, on Friday, November 25, 2022 Tags: Acquisition agreements, Corporate liability, Delaware cases, Delaware law, Fiduciary duties, Private equity The PCAOB Is Missing In Action on Climate Risk Posted […]
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Posted in Weekly Roundup
Tagged Weekly Roundup
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Thoughts for Boards: Key Issues in Corporate Governance for 2023
While the world recovers from the worst of the pandemic, the economic, political and social repercussions will continue to play out in ways that, while unpredictable, are in some respects characterized by observable patterns of cause-and-effect and cyclicality. The pendulum has been swinging back as, for example, the Federal Reserve has been ratcheting up interest […]
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Posted in Practitioner Publications
Tagged Board of Directors, Corporate governance, Cryptocurrency, Cybersecurity, ESG, Risk management
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Cybersecurity for Investors: Why Digital Defenses Require Good Governance
Hacker attacks and data breaches have pushed cyber and data security to the top of company agendas everywhere. Investors must get to grips with the governance issues and growing business risks as a digitally powered world grapples with the need for more secure defenses. Cyber and data security is a hot topic across sectors. Ever-evolving […]
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Posted in Practitioner Publications
Tagged Cybersecurity, ESG, Esg governance, Risk, Risk management
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ESG Ratings: Considerations in Advance of Proxy Season
As companies prepare for the 2023 proxy season, their ESG performance, as evaluated and rated by various third-party ratings providers, is a key focus. With the growing importance of ESG to institutional investors, specialized funds and the general investing public, ESG ratings are an increasingly important investor relations concern. While such ratings may influence investor […]
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Posted in Practitioner Publications
Tagged ESG, Esg governance, ESG Performance, Glass Lewis, ISS, Proxy season
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Glass Lewis 2023 Policies Guidelines – ESG Initiatives
Guidelines Introduction Shareholders are playing an increasingly important role at many companies by engaging in meetings and discussions with the board and management. When this engagement is unsuccessful, shareholders may submit their own proposals at the companies’ annual meetings. While shareholder resolutions are relatively common in some countries like the United States, Japan and Canada, […]
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Posted in Practitioner Publications
Tagged Audits, Board of Directors, Climate change, ESG, Esg governance, ESG Performance
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Open Letter to Directors and Activists Regarding Amendments to Advance Notice Bylaws
We want to draw attention to a concerning corporate governance trend that directly impacts directors of public companies and shareholders with director representation on public company boards. As you are likely aware, the U.S. Securities and Exchange Commission adopted new rules regarding the use of “universal proxy cards” for contested director elections, which went into […]
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Posted in Practitioner Publications
Tagged Board of Directors, Disclosure, Proxy contests, Proxy voting, SEC, SEC enforcement
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Communicating with the SEC When Your Organization Suffers a Cybersecurity Incident
If there was ever doubt before, the Securities and Exchange Commission (SEC) has made clear—through two proposed rules related to cybersecurity, enforcement actions, public statements, and a beefed up “Crypto Assets and Cyber Unit” within the Division of Enforcement—that it expects public companies and registered entities to promptly assess the materiality of cybersecurity incidents and make […]
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Posted in Practitioner Publications
Tagged Cybersecurity, Form 8-K, Management, Materiality, SEC, SEC enforcement
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