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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
Chancery Decision Expands the Court’s Approaches on Director Independence
The Goldstein v. Denner (May 26, 2022) litigation arose out of the $11.6 billion cash acquisition of Bioverative, Inc. (which had recently been spun off from Biogen, Inc.) by Sanofi, S.A. The Delaware Court of Chancery held, at the pleading stage of litigation, that certain directors and officers of Bioverative may have breached their fiduciary […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Delaware cases, Delaware law, DGCL Section 220, Fiduciary duties, Merger litigation, Mergers & acquisitions, Shareholder activism, Short-termism
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Weekly Roundup: July 29-August 4, 2022
Board Effectiveness and the Chair of the Future Posted by Dan Konigsburg, Jo Iwasaki and William Touche, Deloitte LLP, on Friday, July 29, 2022 Tags: Board leadership, Boards of Directors, Climate change, Director qualifications, ESG, International governance, Management, Surveys, Sustainability Regulatory Instability for Proxy Advisory Firms Posted by David A. Katz and Laura A. McIntosh, Wachtell, Lipton, Rosen & Katz, on Friday, July 29, 2022 Tags: Institutional […]
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Posted in Weekly Roundup
Tagged Weekly Roundup
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The Expanded Role of the Compensation Committee
The scope of the Compensation Committee continues to expand, especially in the areas of human capital management, talent strategy, and diversity, equity & inclusion (DEI). A recent Center On Executive Compensation survey found that almost two-thirds of member companies have formally expanded the role of the Compensation Committee by either expanding the charter (35%) or […]
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Posted in Boards of Directors, Executive Compensation, Practitioner Publications
Tagged Boards of Directors, Compensation committees, Compensation consultants, Executive Compensation, Human capital, Management, Say on pay
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Putting Financial Reporting Standards Into Practical Perspective
In our previous post, The Complex, Contentious, and Changing Nature of Financial Reporting Standards, we show that financial reporting standards, despite what some might think, are hardly set in stone. An ever-changing world can lead to changes in standards, and the process for making these changes is a contentious one. It is thus fair to […]
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Posted in Academic Research, Accounting & Disclosure, Banking & Financial Institutions, ESG
Tagged Accounting, Accounting standards, Climate change, ESG, Financial reporting, International governance, SEC, Securities regulation, Sustainability
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How Continuous Voting with UPC Will Change Proxy Contests
Most thinking and writing about the new universal proxy card (UPC) rule tends to consider basic compliance: new notices, the 67% requirement, or proxy contest costs. Some looks a little further, like how to navigate multiple activists at a company. Yet, UPC opens up completely new opportunities to influence a portfolio company through BoD elections. The entire strategy around how to […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Institutional Investors, Proxy advisors, Proxy contests, Proxy voting, SEC, Securities regulation, Universal proxy ballots
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Sale of Portfolio Company is Subjected to Entire Fairness Review
In Manti Holdings v. The Carlyle Group (June 3, 2022), the Delaware Court of Chancery held that entire fairness review would apply to the challenged sale of The Carlyle Group’s portfolio company, Authentix Acquisition Corp., due to the pressure Carlyle allegedly exerted to cause a quick sale so that it could close out its fund, […]
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Posted in Court Cases, Institutional Investors, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Controlling shareholders, Delaware cases, Delaware law, Fairness review, Institutional Investors, Merger litigation, Mergers & acquisitions
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A New Chapter in Cyber
Escalating risk, regulatory focus can drive board oversight of governance An SEC proposal issued in March 2022 to enhance and standardize disclosures regarding cybersecurity risk management, strategy, governance, and incident reporting has sparked increased discussions about cyber risk in many corporate boardrooms. At many companies, boards are asking questions about what measures they should consider […]
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Posted in Accounting & Disclosure, Boards of Directors, Securities Regulation
Tagged Audit committee, Boards of Directors, Cybersecurity, Risk, Risk management, Risk oversight, SEC, SEC rulemaking, Securities regulation, Transparency
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What Do Elevated Shareholder Expectations Mean for Large Company Boards and Compensation Programs?
Large companies are receiving lower shareholder support for Say on Pay proposals than ever before. Average Say on Pay vote support for S&P 500 companies declined for a fifth consecutive year in 2022. Meanwhile, the average vote for Russell 3000 companies not in the S&P 500 (“R3000x”) stayed constant over the same five-year period. The […]
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Posted in Corporate Elections & Voting, ESG, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged ESG, Executive Compensation, Incentives, Institutional Investors, Management, Proxy advisors, Say on pay, Shareholder voting
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Board Effectiveness and the Chair of the Future
In popular conception, the term “chair of the board” has an honorific ring to it—a title conferred after a long career of hard work and achievement. In truth, this view downplays the mission-critical work chairs do and the importance of the role. First-hand accounts from board chairs around the world, without exception, describe a position […]
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Posted in Boards of Directors, ESG, International Corporate Governance & Regulation, Practitioner Publications
Tagged Board leadership, Boards of Directors, Climate change, Director qualifications, ESG, International governance, Management, Surveys, Sustainability
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Weekly Roundup: July 22-28, 2022
A Board’s Guide to Oversight of ESG Posted by Katie LaVoy, Sidley Austin LLP, on Friday, July 22, 2022 Tags: Board oversight, Boards of Directors, Caremark, ESG, Fiduciary duties, Liability standards, Risk oversight Diversity Leaders Open New Doors for Equity Investors Posted by Gayle Baldwin and Vivian Lubrano, AllianceBernstein, on Friday, July 22, 2022 Tags: Corporate culture, Diversity, ESG, Firm performance, Human capital, Innovation Trends and Updates from the 2022 […]
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