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Program on Corporate Governance Advisory Board
- Peter Atkins
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HLS Faculty & Senior Fellows
Author Archives: Tarik Samman
The Playing Field
The Playing Field Each year, SquareWell Partners (“SquareWell”) publishes a study – The Playing Field – reviewing how 50 of the world’s largest asset managers (“Top 50”) are factoring governance and sustainability considerations within their investment decision-making processes and their approach to stewarding portfolio companies. This year’s study demonstrates that investors may have reached the […]
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Posted in Practitioner Publications
Tagged Asset management, Corporate governance, ESG, Esg governance, Proxy advisors, Sustainability
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Fifth Circuit Declines to Rehear Sweeping Decision That Hamstrings SEC’s Enforcement Program
After a sweeping defeat in the Fifth Circuit, the Securities and Exchange Commission (“SEC” or “Commission”) may be headed to the Supreme Court in an effort to salvage important tools in its enforcement arsenal. The SEC had asked the full Fifth Circuit to rehear a split 2-1 decision issued in May in Jarkesy v. SEC, […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged ALJs, Free Enterprise Fund v. PCAOB, SEC, SEC enforcement, SEC rulemaking, Supreme Court
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Bylaw Amendments, Shareholder Activism, and Flying Close to the Sun
A case presently before the Delaware Court of Chancery challenging a corporation’s advance notice bylaw amendments, initiated by activist investor Politan Capital Management LP in October 2022, brings to mind the storied Icarus. In the legend, a master craftsman creates wings of feathers and wax for himself and his son to escape danger. He cautions […]
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Posted in Practitioner Publications
Tagged Delaware articles, Delaware cases, Proxy contests, Schedule 13D, Shareholder activism, Unocal v. Mesa
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The Evolution of ESG Reports and the Role of Voluntary Standards
At the start of the 21st century, almost no companies released ESG-related disclosures, but by 2021, most large publicly traded U.S. firms had converged around voluntary standalone ESG reports as a primary means of documenting their ESG activities. ESG reports are unstandardized in form and content, since they are not audited, mandated, or regulated in […]
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Posted in Academic Research, ESG
Tagged Corporate Social Responsibility, Disclosure, ESG, Esg governance, SASB, Stakeholders
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Updating Annual Report Risk Factors
The Annual Report season will soon be upon us, and it is important to assess a company’s risk factors at the outset and whether recent developments, including those relating to macroeconomic, geopolitical, and public health conditions, have had (or are expected to have) a material impact on a company’s business, financial condition and results of […]
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Posted in Practitioner Publications
Tagged COVID-19, Cybersecurity, ESG, Inflation Reduction Act, Risk assessment, Ukraine
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Boards: Stepping Up as Stewards of Sustainability
Egon Zehnder’s work with boards across the globe reveals a paradox. On the one hand, board members are keenly aware of the environmental and social requirements their companies must address— given emerging legislation and global reporting standards, sustainability-conscious investors and customers, and the increasingly clear link between long-term company performance and sustainability. Boards know that […]
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Posted in Practitioner Publications
Tagged Board culture, board diversity, Board of Directors, ESG, Esg governance, Sustainability
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SEC Releases Final Rules Regarding Clawback Policies for Public Issuers
This Alert summarizes new Rule 10D-1 under the Securities Exchange Act of 1934 (the “Exchange Act”) as adopted and released by the Securities and Exchange Commission (the “SEC”) on October 26, 2022, requiring the recovery of erroneously awarded incentive-based compensation in the event that an issuer is required to prepare an accounting restatement. Background In […]
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Posted in Practitioner Publications
Tagged Clawbacks, Compensation disclosure, Exchange Act, Financial reporting, SEC, TSR
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Weekly Roundup: November 11-17, 2022
Illustrative Disclosure for the SEC’s New PVP Rules Posted by Mike Kesner, Linda Pappas, Pay Governance LLC, on Friday, November 11, 2022 Tags: Compensation disclosure, Disclosure, pay versus performance, SEC, Shareholder value, TSR Fair Value as Process: A Retrospective Reconsideration of Delaware Appraisal Posted by William Bratton (University of Pennsylvania), on Friday, November 11, 2022 […]
Click here to read the complete postExponential Expectations for ESG
Introduction: The ESG imperative As ESG-orientated mandates fast become the default—not just in Europe but also the US—the race is on to shift allocations and retrofit existing funds to keep pace with investor expectations. But as vital as the conversion efforts are, they’re only a stopgap. As our survey underlines, long-term survival and success depend […]
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Posted in Practitioner Publications
Tagged Asset management, Corporate Social Responsibility, ESG, Esg governance, Europe, Sustainability
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