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Program on Corporate Governance Advisory Board
- Peter Atkins
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- Kerry E. Berchem
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- Renata J. Ferrari
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- Ray Garcia
- Byron Georgiou
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HLS Faculty & Senior Fellows
Author Archives: Tarik Samman
Understanding the Role of ESG and Stakeholder Governance Within the Framework of Fiduciary Duties
Over the past decade, investors, companies, and commentators have increasingly accepted and adopted stakeholder governance as the way to pursue the proper purpose of the corporation and have embraced consideration of environmental, social and governance (ESG) issues in corporate decision-making toward that end. But an emerging movement opposed to any consideration, at all, of ESG […]
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Posted in Practitioner Publications
Tagged Accountability, Corporate Social Responsibility, ESG, Esg governance, SEC, Sustainability
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The Rise of Rule 10b5-1 Enforcement and How Companies Can Mitigate Risk of DOJ and SEC Actions
The U.S. Department of Justice (DOJ) and Securities and Exchange Commission (SEC) have recently intensified their scrutiny of insider trading under Rule 10b5-1 trading plans. The emerging trend of enforcement investigations and actions in this area shows that regulators and prosecutors are keen to hold executives accountable for insider trading. Companies and executives should adopt […]
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Posted in Practitioner Publications
Tagged Corporate governance, DOJ, Insider trading, Rule 10b-5-1, SEC, SEC enforcement
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Trends in E&S Proposals in the 2022 Proxy Season
OVERVIEW 2022 has seen yet another record-setting proxy season, with Russell 3000 companies fielding 813 shareholder proposals filed as of mid-July, 2022, representing approximately a 3% increase from 2021. Companies in the S&P 500 experienced a slightly higher year-over- year increase, receiving 642 proposals this season, representing a 5% increase from 2021. While the number […]
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Posted in Practitioner Publications
Tagged Corporate Social Responsibility, ESG, Esg governance, Shareholder proposals, Shareholder voting, Sustainability
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The Unicorn Puzzle
Unicorns are private companies with pro forma valuations of at least $1 billion. In our paper “The Unicorn Puzzle,” recently posted on SSRN and available here, we investigate the puzzle of why controlling shareholders of certain startups find the unicorn status more valuable than being a public firm and the closely related question of why […]
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Posted in Academic Research
Tagged Firm valuation, Going private, IPOs, Private benefits of control, Unicorns, Venture capital firms
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The corporate director’s guide to overseeing deals
Introduction The deal volume in 2021 reached levels not seen in recent years, a trend that continued into the first part of 2022. But since then, the markets have shifted. With rising inflation rates, geopolitical uncertainty, continued supply chain interruptions, and a lingering pandemic, deal volume began to slow significantly as 2022 progressed. A period […]
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Posted in Practitioner Publications
Tagged Board of Directors, Deal protection, Divestitures, Joint ventures, Management, Manager characteristics, Managerial style, Risk management
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The PCAOB Is Missing In Action on Climate Risk
Scores of U.S. and non-U.S. financial regulators have in recent years been addressing climate change through rulemakings, risk assessments, and other activities. But one actor has been absent – the Public Company Accounting Oversight Board. The PCAOB (technically a nonprofit corporation, not a U.S. government agency) was created by the Sarbanes-Oxley Act to oversee the […]
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Posted in Practitioner Publications
Tagged Ceres, Climate change, Esg governance, PCAOB, SEC enforcement, Sustainability
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Weekly Roundup: November 18-24, 2022
Remarks by Commissioner Uyeda at the 2022 Cato Summit on Financial Regulation Posted by Mark T. Uyeda, U.S. Securities and Exchange Commission, on Friday, November 18, 2022 Tags: Asset management, Disclosure, ESG, Financial regulation, SEC enforcement, Stewardship Remarks by Commissioner Peirce before FINRA’s Certified Regulatory and Compliance Professional Dinner Posted by Hester M. Peirce, U.S. […]
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In American politics there has been a long tradition of candidates for elected office running on a campaign platform defined solely by one issue. These politicians often have a view that simply by running for election it will drive attention to the issue, thus forcing change. This is exactly what happened when the U.S. Securities […]
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Posted in Practitioner Publications
Tagged ESG, Esg governance, SEC, Shareholder activism, Sustainability, universal proxy rule
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EU’s New ESG Reporting Rules Will Apply to Many US Issuers
New environmental, social and governance (ESG) reporting requirements in the European Union and the US are set to fundamentally change the nonfinancial reporting landscape. The new EU rules will require ESG reporting on a level never seen before, and will capture a whole host of companies that previously were not subject to mandatory nonfinancial reporting […]
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Posted in ESG, Practitioner Publications, Securities Litigation & Enforcement
Tagged Corporate governance, ESG, Esg governance, EU, SEC enforcement, Sustainability
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