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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
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- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Tarik Samman
How the C-Suite Is Evolving: NEO Titles and Compensation at US Public Companies
This report examines how the composition, compensation, and sectoral profile of named executive officers (NEOs) at US public companies have evolved since 2021, drawing on Russell 3000 and S&P 500 disclosure data to illuminate shifting C-Suite priorities and pay dynamics. Trusted Insights for What’s Ahead® Beyond the CEO and chief financial officer (CFO), business unit […]
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Posted in Practitioner Publications
Tagged Board of Directors, C-suite, CEO compensation, Corporate Goverance
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The Spinout Effect: How Activist Lineages Are Driving Growth and Outcomes
In startups, exceptional companies often produce a second generation of influential founders—the “PayPal mafia” being the canonical example. Activism is proving no different. When a firm develops a distinctive playbook, compounds credibility, and delivers repeated success, it does more than win campaigns. It becomes a training ground. Alumni leave with experience, networks, and reputational capital […]
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Posted in Practitioner Publications
Tagged Activism, Activists, Board of Directors, Corporate Goverance
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2026 Proxy Season Preview
The 2026 proxy season unfolds amid significant shifts in the regulatory, political, and investor landscape, reshaping how shareholder proposals are filed, evaluated, and voted. Following record activity in 2024 and a modest pullback in 2025, companies now face a proxy environment defined less by volume and more by discretion, legal complexity, and evolving investor expectations. […]
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Posted in Practitioner Publications
Tagged Corporate Goverance, Proxy season, SEC, Shareholders
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Complaint Challenging Restrictions on Shareholder Proposal Rights
INTRODUCTION For more than eight decades, the Securities and Exchange Commission (SEC) has safeguarded the right of shareholders in a public company to present a proposal in the company proxy statement regarding significant issues of concern. This right—enshrined in a regulation known as Rule 14a-8 under the Securities Exchange Act of 1934 (the Exchange Act)—has […]
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Posted in Practitioner Publications
Tagged Corporate Goverance, Rule 14a-8, SEC, Shareholders
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Ten Tactics that Unnecessarily Frustrate Activists and Impact Negotiating Leverage
Boards and management all have the same fear – the ominous news story, 13D filing, or even the first phone call when an activist investor introduces themselves as one of their largest shareholders. What happens next is swift and often sets the tone for the engagement. The Board is notified, advisors are summoned, and a […]
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Posted in Practitioner Publications
Tagged 13D, Activists, Board of Directors, Corporate Goverance
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2025 Equity Plan Proposals: Continued Robust Shareholder Support
Key Takeaways Nearly 25% of Russell 3000 companies submitted an equity plan proposal in 2025. Shareholder support was strong at 88% on average, and less than 1% of proposals failed to receive majority support, consistent with 2023 and 2024 levels It is most common for companies to return to shareholders every 2 to 3 years […]
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Posted in Practitioner Publications
Tagged Equity Plan, Proxy Advisor, Russell 3000, Shareholders
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Texas Corporate Developments: What Officers and Directors Need to Know
Texas is entering a watershed moment in corporate law and market development. Over just the past few months, the state has attracted headline‑making redomestications, launched multiple nationally significant stock exchanges, and expanded the reach and influence of the Texas Business Court. Together, these developments signal more than incremental progress—they reflect Texas’s accelerating rise as a […]
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Posted in Practitioner Publications
Tagged Board of Directors, Corporate Goverance, proxy statements, SEC
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SEC Adopts Final Rule Requiring Section 16(a) Reporting for Officers and Directors of Foreign Private Issuers
On February 27, 2026, more than two weeks in advance of the deadline, the U.S. Securities and Exchange Commission (the “SEC”) adopted final amendments to certain rules and forms under the Securities Exchange Act of 1934 (the “Exchange Act”) to reflect the requirements of the Holding Foreign Insiders Accountable Act (the “HFIAA”). The HFIAA, and […]
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Posted in Practitioner Publications
Tagged Foreign Private Issuer, issuers, SEC, Section 16(a)
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Oversight Failures on Workplace Misconduct Can Support Fiduciary Duty Claims
Overview In a precedent-setting derivative decision, the Delaware Court of Chancery held that a board of directors’ and senior officers’ failure to respond in good faith to clear red flags of workplace sexual misconduct may give rise to viable breach of fiduciary duty claims under Delaware law. In an opinion penned by Chancellor Kathleen J. McCormick, the […]
Click here to read the complete postPreserving Shareholder Rights Protects Workers, Retirees, and the Integrity of American Capital Markets
Securities and Exchange Commission (SEC) Chair Paul Atkins recently reiterated his preference to loosen corporate accountability standards at a conference hosted by the Council of Institutional Investors. As the fiduciary for a state pension fund, I believe that weakening shareholder engagement creates risks that beneficiaries and state governments cannot afford. Stories of CEOs raking in […]
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Posted in Practitioner Publications
Tagged Capital markets, Corporate Goverance, SEC, Shareholder rights
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