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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
Gender Diversity in TSE Prime Market Boards: an open letter from ACGA
This post is based on an open letter by ACGA. Below is the text of the letter with minor adjustments to eliminate the correspondence-related parts. The Asian Corporate Governance Association (ACGA) recently formed a working group of members and other interested investors to discuss the issue of gender diversity on Japanese listed company boards. We […]
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Posted in Practitioner Publications
Tagged Asia, Board of Directors, Corporate governance, Diversity, Management, Manager characteristics
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Rare Court Decision in Regulation FD Litigation Highlights Risks of Calls with Analysts
A federal district court decision involving alleged Regulation FD violations highlighted analysis of key elements governing the regulation relating to whether information is material and nonpublic, and provides multiple takeaways on evaluating the risk of one-on-one calls with analysts. Background On September 8, Judge Engelmayer of the Southern District of New York denied motions for […]
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Posted in Legislative & Regulatory Developments, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged CFOs, Materiality, New York, Regulation FD, SEC enforcement, SEC rulemaking, U.S. federal courts
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Fair Value as Process: A Retrospective Reconsideration of Delaware Appraisal
Section 262(h) of Delaware’s General Corporation Law (DCL) bids the Chancery Court in an appraisal proceeding to “determine the fair value of the shares exclusive of any element of value arising from the accomplishment or expectation of the merger.” It provides no further instructions regarding the means to the end, other than an admonition to […]
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Posted in Academic Research
Tagged Delaware articles, Delaware cases, Delaware law, Disclosure, process review, stockholders
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Illustrative Disclosure for the SEC’s New PVP Rules
Introduction During the last week of August, the Securities and Exchange Commission (SEC) released its final set of rules regarding the mandated “Pay Versus Performance” (PVP) disclosure. The new rules are the culmination of various proposals by the SEC dating back to 2015 when the agency first responded to the Dodd-Frank legislative requirement. Pay Governance […]
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Posted in Practitioner Publications
Tagged Compensation disclosure, Disclosure, pay versus performance, SEC, Shareholder value, TSR
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Weekly Roundup: November 4-10, 2022
Remarks by Chair Gensler Before the Practising Law Institute’s 54th Annual Institute on Securities Posted by Gary Gensler, U.S. Securities and Exchange Commission, on Thursday, November 3, 2022 Tags: Accountability, Cybersecurity, regulation, SEC, SEC enforcement, Securities regulation Statement by Commissioner Uyeda on Final Amendments to Form N-PX Posted by Mark T. Uyeda, U.S. Securities and […]
Click here to read the complete postThe Corporate Contract and Shareholder Arbitration
Longstanding decisions of the U.S. Supreme Court coupled with more recent developments in the corporate law of Delaware have sparked renewed concerns that publicly traded corporations may adopt arbitration provisions precluding shareholder lawsuits, particularly securities fraud class actions. In particular, in a line of decisions spanning decades, the U.S. Supreme Court has steadily expanded the […]
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Posted in Academic Research
Tagged Delaware articles, Delaware cases, Delaware law, process review, Securities Act, Shareholder rights
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SEC Pay Versus Performance Disclosure Requirements: Initial Observations
Perhaps pushed by the sense of urgency brought on by November’s mid-term elections, the Securities and Exchange Commission has been on a regulatory tear. The agency’s revitalized rulemaking has seen final decisions handed down on rules that were initially mandated more than ten years ago. In this piece, we discuss one of the SEC’s latest, […]
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Posted in Practitioner Publications
Tagged Pay for performance, Proxy season, SEC, Section 14, Securities Act, TSR
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Do Diverse Directors Influence DEI Outcomes?
Do diverse boards foster more diverse workforces? Currently, women make up 28% of U.S. boards, and women of color, 6%. Over 1,300 directors joined their boards before the turn of the century and 40% of them are now nearing retirement. As the old guard steps down, there is a huge opportunity, now more than ever, […]
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Posted in Academic Research
Tagged board diversity, Compliance & ethics, Diversification, Diversity, Executive performance, Managmenet
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Governance and the Decoupling of Debt and Equity: The SEC Moves
“Decoupling”—the unbundling of the rights and obligations of equity and debt through derivatives and other means—has posed unique challenges for corporate and debt governance. Corporate governance mechanisms, such as shareholder voting and blockholder disclosure, have faced “empty voting with negative economic ownership” and “hidden (morphable) ownership” issues. Debtor-creditor contract-based interactions have faced “empty crediting with […]
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Posted in Academic Research, Delaware Law Series, Financial Crisis, Securities Litigation & Enforcement, Securities Regulation
Tagged Corporate governance, Credit default swaps, Delaware cases, Delaware law, Derivatives, Dodd-Frank Act, Empty voting, Hedge funds, Private ordering, Schedule 13D, SEC, SEC enforcement, Shareholder activism
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