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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
Weekly Roundup: November 14-20, 2025
Dayforce Shareholders Say “Merger Price is Right” in Stinging Rebuke of T. Rowe Opposition Campaign Posted by Ed Herlihy, Wachtell, Lipton, Rosen & Katz, on Friday, November 14, 2025 Tags: Dayforce, Mergers, Shareholders, stockholders Securities Law Update Posted by Amanda Rose, David Bell, and Ran Ben-Tzur, Fenwick & West LLP, on Saturday, November 15, 2025 […]
Click here to read the complete postThe SEC, Delaware and the High Stakes for Investors on Advisory Shareholder Proposals
SEC Chairman Paul Atkins dropped a bombshell in a keynote speech on October 9, 2025, at the Delaware-based Weinberg Center for Corporate Governance. He endorsed a novel and disruptive legal theory which could eliminate about 98% of shareholder proposals, radically altering the landscape of corporate governance in US public markets. The theory supported by Atkins […]
Click here to read the complete postStatement by Commissioner Crenshaw on Division of Corporation Finance’s Announcement on the 14a-8 Process
By Announcement today, the Division of Corporation Finance has apparently determined that, as a matter of “resource and timing considerations,” it will not respond to no-action requests for relief under Rule 14a-8. But, this Announcement is more of a giveaway to issuers than an exercise in resource allocation. And, more directly, it is an act of hostility […]
Click here to read the complete postCourt of Chancery Confirms Common Law Standards for Actual Control Regarding Challenged Transactions
Recently, in Witmer v. Armistice Capital, LLC, Delaware’s Court of Chancery dismissed a stockholder plaintiff’s derivative suit against Armistice Capital, LLC, a large investor in Aytu Biopharma, Inc., for, among other things, purported breaches of fiduciary duty and aiding and abetting fiduciary breaches, in connection with two transactions for which the plaintiff alleged Aytu overpaid, the […]
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Posted in Delaware Law Series
Tagged Board of Directors, CEOs, delaware, Delaware Court of Chancery
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Speech by Chair Atkins on The Securities and Exchange Commission’s Approach to Digital Assets: Inside “Project Crypto”
Good morning, ladies and gentlemen. Thank you for that kind introduction and for the invitation to join you today as we continue the conversation about how America will lead the next era of financial innovation. When I spoke recently about American leadership in the digital finance revolution, I described “Project Crypto” as our effort to […]
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Posted in Practitioner Publications
Tagged Crypto, Crypto Task Force, digital assets, Project Crypto
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Navigating Shareholder Engagement and Shareholder Activism: Essentials and Best Practices
Engaging with shareholders and responding to shareholder activism continue to be top-of-mind for public companies. These situations present opportunities for management teams and boards of directors to work together to communicate the company’s strategy and reinforce the ways in which the company is positioned for lasting success. Our experience helping numerous clients engage with and […]
Click here to read the complete postFinancing Climate Change Adaptation: Turning Risk into Resilience
Adaptation finance is accelerating, with corporate issuers and new taxonomies reshaping how climate resilience is funded amid global volatility. The emergence of adaptation bonds, along with a growing emphasis on adaptation within sustainable finance taxonomies, reflects increasing market recognition of the importance of business resilience to climate change. This shift is backed by compelling data: […]
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Posted in Practitioner Publications
Tagged Bonds, Climate change, Corporate governance, Environment
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Shareholder Proposal Guide: A Playbook for CHROs and Total Rewards
In today’s corporate governance landscape, shareholder proposals are a powerful tool for investors to influence company strategies. Increasingly, they intersect with human capital management, executive compensation, and ESG issues. For CHROs and Total Rewards executives, this means proposals often touch directly on pay equity, DEI (for and against), workforce benefits, labor management and severance, among […]
Click here to read the complete postSecurities Law Update
Welcome to the latest edition of Fenwick’s Securities Law Update. This issue contains updates and important reminders on: Risk Factor and Management’s Discussion and Analysis considerations for upcoming Form 10-Q filings SEC relief for automatically effective registration statements during the government shutdown The future of shareholder precatory proposals The Texas Stock Exchange receiving SEC approval […]
Click here to read the complete postDayforce Shareholders Say “Merger Price is Right” in Stinging Rebuke of T. Rowe Opposition Campaign
Earlier today, Dayforce shareholders overwhelmingly approved the $12.3 billion all-cash acquisition of the company by Thoma Bravo in a resounding rejection of an attempt to block the transaction by T. Rowe Price Associates (T. Rowe), the company’s largest shareholder with 15.5% ownership. Preliminary votes show that approximately 88.4% of votes cast, representing 79% of the […]
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Posted in Practitioner Publications
Tagged Dayforce, Mergers, Shareholders, stockholders
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