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Program on Corporate Governance Advisory Board
- William Ackman
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- Kerry E. Berchem
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HLS Faculty & Senior Fellows
Author Archives: Tarik Samman
ESG Misrepresentations and Bond Investors
When the Securities and Exchange Commission (SEC) describes its mission as protecting investors, it mainly has stock investors in mind. The stock market crash of 1929 prompted Congress to pass the federal securities laws. It believed that ordinary investors needed protection from Wall Street insiders who exploited the speculative fervor in stock prices that preceded […]
Click here to read the complete postImpacts for US Companies of the Proposed EU Omnibus Package
On February 26, 2025, the European Commission (Commission) published a proposed ‘Omnibus package’ to streamline some of the recently adopted European Union (EU) sustainability laws. The laws in scope of the proposed Omnibus package are the Corporate Sustainability Reporting Directive (CSRD), the EU Taxonomy Regulation, the Corporate Sustainability Due Diligence Directive (CSDDD) and the Carbon […]
Click here to read the complete postRemarks by Commissioner Peirce Before the Investor Advisory Committee
Thank you, Brian [Schorr], and good morning to you all at this first Investor Advisory Committee meeting of 2025. Thank you to all the panelists joining us today. Although the Commission’s make-up has changed and we are seeing Commission priorities shift, our shared desire to ensure vibrant capital markets and informed investors will continue to […]
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Posted in Practitioner Publications
Tagged Artificial intelligence, Disclosure, investors, SEC
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Statement by Acting Chair Uyeda on Climate-Related Disclosure Rules
Today, I am taking action on The Enhancement and Standardization of Climate-Related Disclosures for Investors rule that was adopted by the Commission on March 6, 2024 (the “Rule”). The Rule is currently being challenged in litigation consolidated in the Eighth Circuit and the Commission previously stayed effectiveness of the Rule pending completion of that litigation. […]
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Posted in Practitioner Publications
Tagged circuit courts, Climate, Climate Disclosure, SEC
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Texas is Disrupting Delaware’s Dominance through Innovation
Disruptive innovation has come to the jurisdictional competition for corporate charters. For decades, the biggest obstacle facing states seeking to challenge Delaware’s dominance in the jurisdictional competition for corporate charters was their inability to replace Delaware’s massive inventory of highly developed case law precedent. This body of law, coupled with the promise that an elite […]
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Posted in Academic Research, Delaware Law Series
Tagged CEOs, delaware, Delaware law, Shareholders
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Weekly Roundup: February 28-March 6, 2025
Securities Law Alert: Year in Review Posted by Stephen Blake, Craig Waldman, and Jonathan Youngwood, Simpson Thacher & Bartlett LLP, on Friday, February 28, 2025 Tags: Chevron, circuit courts, Loper Bright, Supreme Court Exiting Delaware: The TripAdvisor Decision Posted by Anna T. Pinedo, Mayer Brown LLP, on Saturday, March 1, 2025 Tags: Delaware cases, Delaware […]
Click here to read the complete postBoard Oversight of Cybersecurity Incidents
Technological advancements have improved the ways that companies collect, transfer, and process data within and between organizations, creating markets that are largely reliant on internet infrastructure for their day-to-day operations. While these technological advancements have increased the speed at which business is conducted and improved efficiency and economies of scale, this convenience can often come […]
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Posted in Practitioner Publications
Tagged Board of Directors, Board oversight, Cybersecurity, SEC
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Stakeholder Theory and the Challenge of Welfare Economics
In a new paper posted on SSRN, I argue that stakeholder theory will not become fully intellectually respectable until it adopts the concepts and methods of welfare economics. As everyone involved in corporate governance knows, stakeholder theory holds that directors should manage the corporation for the benefit of all its stakeholders, including not only its […]
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Posted in Academic Research
Tagged Corporate governance, Stakeholder, Stakeholderism, welfarism
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Board Diversity: Policy Updates and Considerations for Proxy Season
Public companies find themselves rethinking disclosures relating to the diversity of their board and their director recruitment practices as they head into proxy season, given recent developments – including the US Court of Appeals for the Fifth Circuit’s decision striking down Nasdaq’s board diversity rules, the current administration’s presidential executive orders on diversity, equity and […]
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Posted in Practitioner Publications
Tagged board diversity, Board of Directors, dei, Proxy season
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Delaware and the Perils of Small Minority Controllers
Senate Bill 21 (SB21), currently pending in the Delaware legislature, proposes amending the Delaware General Corporation Law (DGCL) to weaken constraints on related party transactions between a corporate controller and its company. (See description of the Proposal in a Morris Nichols post on the Forum here.) The proposed change seems to be at least partly […]
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