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Program on Corporate Governance Advisory Board
- William Ackman
- Peter Atkins
- David Bell
- Kerry E. Berchem
- Richard Brand
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- Paul Choi
- Jesse Cohn
- Arthur B. Crozier Christine Davine
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- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper
- Paul Hilal
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- Theodore Mirvis
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- Marc Trevino Jonathan Watkins
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HLS Faculty & Senior Fellows
Author Archives: Tarik Samman
Alignment Advance Notice Bylaw
Public companies would be well advised, on a lovely, clear day (in the Delaware sense), to update their advance notice bylaws. In the normal course these bylaws receive little attention, but in the event of an activist campaign they are critical to the board’s ability to discharge its fiduciary duties. The board will have a […]
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Posted in Practitioner Publications
Tagged Bylaws, Delaware Supreme Court, SEC, stockholders
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Sponsor-Controller Cleared of Conflicts in Sale Near Fund’s Term End
In Manti v. Authentix, minority stockholders of Authentix Acquisition Corp. (the “Company”) challenged the $87.5 million sale of the Company by private equity firm The Carlyle Group to private equity firm Blue Water Energy, LLC (the “Merger”). In an earlier decision in the case—issued seven years ago at the pleading stage of litigation—the court had found […]
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Posted in Delaware Law Series, Practitioner Publications
Tagged Delaware cases, Funds, Manti v. Authentix, Merger
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Exiting Delaware: The TripAdvisor Decision
On February 4, 2025, the Delaware Supreme Court (the “Court”) overturned a prior ruling by the Delaware Court of Chancery, which subjected TripAdvisor Inc.’s (“TripAdvisor”) and Liberty TripAdvisor Holdings Inc.’s (“Liberty”) corporate conversions to Nevada to an entire fairness review. Instead, the Court determined that the business judgment rule was the appropriate standard of review, […]
Click here to read the complete postSecurities Law Alert: Year in Review
Supreme Court Decisions and Developments Supreme Court: Overturns Chevron Deference Overturning nearly 40 years of precedent, on June 28, 2024, the Supreme Court held by a 6-3 vote: “Chevron is overruled.” Loper Bright Enters. v. Raimondo, 144 S. Ct. 2244 (2024) (Roberts, C.J.). Under Chevron v. Natural Resources Defense Council, 104 S. Ct. 2778 (1984), […]
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Posted in Practitioner Publications
Tagged Chevron, circuit courts, Loper Bright, Supreme Court
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Weekly Roundup: February 21-27, 2025
Delaware Corporate Law Myth-Busting: The “Expanding Definition” of Controlling Stockholder Posted by Ben Potts, Andrew Blumberg, and Tom James, Bernstein Litowitz Berger & Grossmann LLP, on Friday, February 21, 2025 Tags: Delaware cases, Delaware Court of Chancery, Delaware law, Stockholder Delaware Posted by Martin Lipton, Wachtell, Lipton, Rosen & Katz, on Friday, February 21, 2025 […]
Click here to read the complete postThe DEI Dilemma
We wrote recently about regulatory and policy developments that are ushering in a retreat from ESG at public companies, proxy advisors, and investors. As companies head into proxy season, the appropriate manner and scope of that retreat has been particularly fraught for Diversity, Equity and Inclusion (DEI)-related issues. Companies are grappling with key judgment calls on how to […]
Click here to read the complete postExplicit and Implicit Bundling in Shareholder Voting on Cleansing Acts
The 2015 Delaware Supreme Court decision in Corwin expanded the cleansing effect of a shareholder vote, thereby endowing shareholder votes with greater normative weight than at any time in the modern period. Outside the context of a conflicted transaction involving a controlling shareholder, a fully informed uncoerced disinterested shareholder vote on a transaction is treated […]
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Posted in Academic Research, Delaware Law Series
Tagged corporate law, Corwin, Delaware Supreme Court, Shareholders
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Delaware Supreme Court Overturns Tripadvisor Decision, Providing a Clearer Path for Reincorporation
In a much-anticipated decision, Maffei v. Palkon (“Tripadvisor”) (Feb. 4, 2025), the Delaware Supreme Court held that the Tripadvisor, Inc. board’s decision to reincorporate the company from Delaware to Nevada is subject to the deferential business judgment rule standard of review—and not the significantly more onerous entire fairness standard. The decision reverses the Court of Chancery’s holding […]
Click here to read the complete postPay Ratios: CEO and C-Suite Compensation in the Russell 3000 and S&P 500
The CEO is consistently the highest-paid executive in the C-Suite, but how does CEO compensation compare to that of other executives? This report examines the ratio of CEO total compensation to that of chief financial officers (CFOs), chief legal officers (CLOs), chief operating officers (COOs), chief human resource officers (CHROs), chief marketing officers (CMOs), and […]
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Posted in Practitioner Publications
Tagged Board of Directors, C-suite, CEOs, pay gap
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AI-Powered (Finance) Scholarship
The Scale and Scope of AI-Generated Research Our study begins by mining over 30,000 potential stock return predictor signals from accounting data. These signals are constructed using various combinations of financial statement items from the COMPUSTAT database, representing a comprehensive universe of accounting-based return predictors. We identify 96 signals that demonstrate robust predictive power for […]
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