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Program on Corporate Governance Advisory Board
- William Ackman
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HLS Faculty & Senior Fellows
Author Archives: Tarik Samman
Three Areas Where Boards Spend Their Time But Don’t See Results
In today’s rapidly shifting business landscape, boards are simultaneously learning to navigate through unprecedented complexities while facing expectations to deliver sound advice for sustainable growth. Boards are under a range of intense pressures (Figure 1), including understanding cybersecurity and data privacy implications (66% of board directors identify this as a top three operational risk concern), […]
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Posted in Practitioner Publications
Tagged Board of Directors, CEOs, Corporate culture, Corporate governance
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Which Officers and Employees Have Advancement Rights?
In a notable opinion that impacts how Delaware corporations consider advancement of litigation expenses to their officers and employees, the Delaware Chancery Court signaled that, when corporations grant a right to advancement of litigation expenses, the corporation should take extra care in how it defines who is entitled to such advancement. An imprecise definition or […]
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Posted in Delaware Law Series, Practitioner Publications
Tagged delaware, Delaware law, DGCL
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Shareholder Activism – 2024 Review and 2025 Outlook
Activity by activist hedge funds, both in the U.S. and abroad, has increased since the end of the pandemic. In 2024, there was a slight increase in global activism campaigns compared to 2023, which saw a 9% increase in the number of campaigns compared to 2022. Approximately one-fifth of S&P 500 companies currently have a […]
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Posted in Practitioner Publications
Tagged Activism, Board of Directors, CEOs, Shareholder activism
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2025 Proxy Season Trends: The Pendulum Swings Toward Management
2024 affirmed the power of the “Big Three” (Vanguard, BlackRock, and State Street), and large, passive investors generally, to influence director elections and corporate governance. Several trends also emerged in 2024 highlighting expanded shareholder access to the corporate machinery: increased familiarity with the universal proxy card (“UPC”) rules, special interest campaigns focused on director elections […]
Click here to read the complete postActivism in the 2024 Proxy Season and Implications for 2025
The 2024 proxy season was notable for a number of reasons. Upward trends in the number of campaigns, the increased number of activists, and an increased focus on “operational” campaigns coupled with decreased success of activists in proxy fights and an uptick in settlements, as well as major developments in the domestic and international political, […]
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Posted in Practitioner Publications
Tagged Activism, Proxy season, SEC, Shareholder activism
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Weekly Roundup: March 7-13, 2025
Texas is Disrupting Delaware’s Dominance through Innovation Posted by Jonathan Macey (Yale Law School) and Roberta Romano (Yale Law School), on Friday, March 7, 2025 Tags: CEOs, delaware, Delaware law, Shareholders Statement by Acting Chair Uyeda on Climate-Related Disclosure Rules Posted by Mark T. Uyeda, U.S. Securities and Exchange Commission, on Saturday, March 8, 2025 […]
Click here to read the complete postThe Enduring Nexus Between Value and Values
As the ESG backlash continues to unfold, some observers have suggested that criticism of ESG applies with equal force to the notion of stakeholder governance and, relatedly, vindicates Milton Friedman’s theory of shareholder primacy. This erroneously assumes that ESG is congruent with stakeholder governance, and that the two concepts are inextricably intertwined. To the contrary, […]
Click here to read the complete postAn Early Look at Trends From Proxy Season 2025
In anticipation of the 2025 proxy season, publicly traded companies are actively preparing their proxy statements (DEF 14A) for submission to the Securities and Exchange Commission (SEC). These proxy statements, which contain key information pertaining to executive compensation, corporate governance practices and shareholder voting matters, will be presented and discussed at their respective annual shareholder […]
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Posted in Practitioner Publications
Tagged CEOs, Corporate governance, Proxy season, SEC
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An Update on ESG Litigation Risks in the United States
Key Takeaways Early in the second Trump administration, the SEC has shown a less permissive attitude to company and investor engagement on environmental, social and governance (“ESG”) matters. While litigation efforts by state and private actors challenging ESG-policies have had mixed results, successes have been achieved where plaintiffs have focused on potential faults in decision-making […]
Click here to read the complete postU.S. Shareholder Activism Review 2024 and a Look Toward 2025
As we know, activism can take many forms, but the goal always remains generally the same: to motivate management and boards to make changes in the way their companies are currently operating. The strategy that activists will use depends on their objectives and ultimate desired outcome. No one single factor drives an activist’s potential interest […]
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Posted in Practitioner Publications
Tagged Activists, CEOs, Shareholder activism, Shareholders
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