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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
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
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HLS Faculty & Senior Fellows
Author Archives: Tarik Samman
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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Board Oversight Of AI-Driven Workforce Displacement
Emerging technology developments are prompting boards to re-evaluate their oversight obligations for the company’s workforce. The recent headlines are hard to miss. Numerous publications are reporting a similar story line: AI deployment is having a significant impact on the employer-employee relationship. This, primarily in the form of layoffs (including white collar employees) as major companies […]
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Posted in Practitioner Publications
Tagged AI, Artificial intelligence, Board of Directors, Corporate governance
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The ‘E‘ of ESG: Greenwashing Under the Spotlight – Recent Trends in the US
Similar to the recent developments and intensifying regulatory approaches we outlined in our blog posts covering greenwashing trends in the EU and the UK, green marketing claims in the US are now subject to growing scrutiny by a range of actors, including regulators, state attorneys general, and private plaintiffs and their counsel, albeit in an increasingly patchwork […]
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Posted in Practitioner Publications
Tagged ESG, FTC, Greenwashing, Regulators
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Retaining the C-Suite After CEO Turnover
In 2021, FW Cook sought to better understand how companies can effectively retain their C-suite leaders after CEO turnover. Ensuring stability across the leadership team is an important factor in executing proper CEO succession, particularly as it applies to high-value individuals that may have been considered as CEO candidates themselves. Our prior study found that […]
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Posted in Practitioner Publications
Tagged Board of Directors, C-suite, CEOs, NEOs
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Watch Out for the Watchdogs
Key Points Watchdog groups that have no direct stake in companies are increasingly raising concerns directly to boards about critical issues like safety, ethics or compliance. Ignoring such communications can create risks for the company and its directors. Boards should respond with the same care as they would to whistleblower complaints or shareholder demands, which […]
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Tagged Board of Directors, Public Companies, Watchdogs, Whistleblowers
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2026 Annual Report and Proxy Season: Proxy Voting Matters
During the 2025 proxy season, the volume of shareholder proposals fell in the United States and rose modestly in Europe and the UK. From a substantive perspective, the season underscored an investor preference for targeted governance reforms, and in particular, the removal of supermajority provisions, board declassification, and enhanced special meeting rights.
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Tagged Corporate governance, Rule 14a-8, SEC, Shareholder proposals
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Translating Climate Science Into Investment Decisions
Key Takeaways Climate science operates at a global, macro scale while corporate finance focuses on company-level analysis. This creates challenges when translating climate data and research into investment signals. Investors must interpret fragmented and uneven climate-related data to determine what is financially material for assessing company financial risks and opportunities. Effective climate analysis requires linking […]
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Posted in Practitioner Publications
Tagged Climate, Corporate governance, investors, Market
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2026 SEC Exam Priorities and Implications for Investment Advisers and Investment Funds
On November 17, the SEC’s Division of Exams released its Exam Priorities for Fiscal Year 2026. See https://www.sec.gov/files/2026-exam-priorities.pdf. The Division publishes its exam priorities annually to identify issues that SEC exam staff has identified as potential risks and/or expect to focus on during its upcoming exams of regulated entities. The 2026 priorities for investment advisers and investment funds include certain […]
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Tagged Corporate governance, Fiduciary, mergers and acquisitions, SEC
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Speech by Commissioner Crenshaw on Investor Protection and Market Transparency
Good morning and thank you Aaron [Klein]. It is a pleasure to be here this morning. While this isn’t a “farewell address,” I hope you will indulge me if I take the opportunity to reflect a little bit on what I’ve learned, what we accomplished prior to this year, and provide commentary on where I […]
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Tagged Congress, Corporate governance, private market, Proxy season
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Weekly Roundup: December 5-11, 2025
Remarks by Commissioner Uyeda on Reducing Public-Company Reporting Requirements Posted by Mark T. Uyeda, U.S. Securities and Exchange Commission, on Friday, December 5, 2025 Tags: Corporate governance, Disclosure, Form 10-Q, Rule 14a-8 Remarks by Commissioner Uyeda for Investor Advisory Committee Meeting Posted by Mark T. Uyeda, U.S. Securities and Exchange Commission, on Saturday, December 6, […]
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