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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
Can Old Sin Make New Shame? Stock Market Reactions to the Release of Movies Re-Exposing Past Corporate Scandals
On November 12, 2019, a movie named Dark Waters was premiered in North American theaters. This widely commended movie revisited a dark history of a chemical firm — DuPont, highlighting the true story of how a tenacious attorney fought against DuPont on behalf of numerous victims of the environmental misconduct of the firm. During DuPont’s […]
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Posted in Academic Research
Tagged Compliance & ethics, Corporate governance, DuPont, Stock analysts, stock market, Stock returns
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Chancery Court Addresses Board Responsibility Under Caremark for Cybersecurity Risk
In Construction Industry Laborers Pension Fund v. Bingle (Sept. 6, 2022) (SolarWinds), the Delaware Court of Chancery dismissed a derivative suit asserting Caremark claims against the directors of SolarWinds Corporation for their alleged failure to oversee the company’s cybersecurity risk. SolarWinds, which developed software for businesses to help them manage their information technology infrastructure, was attacked by cyber hackers, […]
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Posted in Practitioner Publications
Tagged Board of Directors, Cybersecurity, delaware, Delaware articles, Delaware cases, Delaware law
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Supply chain strategies: For many companies, the traditional balance is shifting
In the era of lean and just-in-time management approaches, many companies adopted supply chain strategies with a primary focus on cost and efficiency. With a formula for an effective supply chain focused on how to achieve the lowest cost with the highest level of efficiency, production facilities and suppliers of goods and services might be […]
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Posted in Practitioner Publications
Tagged Boards of Directors, COVID-19, ESG, Esg governance, Supply chain, technology
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Representations & Warranties, Fraud, and Risk Shifting: An Analytical Framework
In Representations & Warranties, Fraud, and Risk Shifting: An Analytical Framework, I attempt to build a systematic framework for analyzing breaches of representations and warranties (“R&W”s). Many contracts include R&Ws in order to reduce information asymmetry and to reallocate risk between the parties. When used in asset-sale agreements, R&Ws are assertions by a seller to […]
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Posted in Academic Research
Tagged Corporate fraud, R&W insurance, Risk assessment, Securities fraud, Securities litigation, Securitization
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Remarks by Chair Gensler Before the Investment Adviser/Investment Company National Seminar
Good morning. Welcome to the Compliance Outreach Program of the Securities and Exchange Commission’s Investment Adviser/Investment Company National Seminar. My thanks to the SEC staff for organizing this seminar—particularly in the Divisions of Examinations, Enforcement, and Investment Management—and to the industry participants in the audience and on today’s panels. As is customary, I’d like to […]
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Posted in Practitioner Publications
Tagged Corporate fraud, ESG, Esg governance, ESG Performance, Investment Advisers Act, SEC enforcement
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Does Voluntary Financial Disclosure Matter? The Case of Fairness Opinions in M&A
Louis D. Brandeis famously said that “sunlight is the best disinfectant” to promote vigorous and copious financial disclosure. While this principle seems like a common-sense aspiration, research has found that the social benefit of disclosure in the capital markets can be more complex and even negative. There is also a vigorous debate over the virtues […]
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Posted in Academic Research
Tagged Compensation disclosure, Compliance and disclosure interpretation, Delaware cases, Disclosure, Earnings disclosure, Litigation disclosures
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SEC Finalizes New Clawback Rules
Introduction and Background On October 26, 2022, the Securities and Exchange Commission (SEC) adopted the final rule requiring that all listed companies adopt and disclose a clawback policy as required under Dodd-Frank. These final rules follow the SEC’s issuance of proposed rules in July 2015, which laid dormant until the re-opening of two separate comment […]
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Posted in Practitioner Publications
Tagged Clawbacks, Compensation disclosure, Dodd-Frank Act, Financial reporting, SEC, SEC rulemaking
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ESG and C: Does Cybersecurity Deserve Its Own Pillar in ESG Frameworks?
The ransomware attack on the Colonial Pipeline in May 2021 was just one of many signs that environmental and cybersecurity risk are closely connected. Thefts of personal information during a cybersecurity breach erode trust on the part of customers investors, employees and other stakeholders, demonstrating the link between cyber risk and social risk. The new […]
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Posted in Practitioner Publications
Tagged Corporate governance, Cybersecurity, ESG, Esg governance, SEC, Sustainability
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Preparing for the 2023 Proxy Season in the Era of Universal Proxy
The universal proxy card, which came into effect on September 1, 2022, represents an important development in shareholder voting: for the first time, all shareholders will be able to vote for their preferred mix of board and dissident director nominees at a contested meeting. While the framework by which major institutional shareholders and the influential […]
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Posted in Practitioner Publications
Tagged Board of Directors, Proxy fights, Proxy materials, Proxy season, Proxy voting, Shareholder activism
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