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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
2025 Top 250 Annual Incentive Plan Report
EXECUTIVE SUMMARY FW Cook’s 2025 Annual Incentive Plan Report provides a comprehensive review of the annual incentive plans of the top 250 largest companies in the S&P 500 by market capitalization. Annual incentive plans are critical tools used to align executive compensation with a company’s short-term goals and support talent attraction, motivation and retention objectives. […]
Click here to read the complete postSecurities 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 Filer status transition for Smaller Reporting Companies and the transition to EDGAR Next Mandatory arbitration provisions Retail voting programs
Click here to read the complete postPolicy Survey Shows a Shifting Stewardship Landscape, and Diverging Investor Views Across Regions
Key Takeaways: 85 percent of investors and 76 percent of non-investors say they do not base governance votes solely on financial performance. With Texas and Nevada amending their laws to attract more companies, 50 percent of investors are focusing more on shareholder rights when assessing reincorporation. 44 percent of U.S. investors view the CEO-to-median-employee pay […]
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Posted in Practitioner Publications
Tagged Board of Directors, CEOs, investors, Stewardship
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Weekly Roundup: October 24-30, 2025
Activism in 2025 and Beyond: Universal Proxy, Litigation Leverage and a New Playbook for Preparedness Posted by Jamie Leigh, Sean Brownridge, and Bill Roegge, Cooley LLP, on Friday, October 24, 2025 Tags: Activism, litigation, Proxy fights, Universal Proxies EU Parliament Rejects Rollback in Sustainability Reporting Posted by Wachtell Lipton Rosen & Katz, on Saturday, October […]
Click here to read the complete post2025 U.S. Compensation Post-Season Review: Strong Investor Support Despite Record CEO Pay
Key Takeaways CEO pay is at an all-time high with the median S&P 500 CEO pay of $16.4 million and 11% increase from the previous year for Russell 3000, driven largely by increases in long-term incentive pay; Both the value and prevalence of CEO security perquisites increased sharply among S&P 500 companies, underscoring the increased […]
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Posted in Practitioner Publications
Tagged Board of Directors, CEO compensation, CEO Pay, investors
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Caremark Claim Survives Board’s Delay in Ending Illegal Practices
In Brewer v. Turner (Sept. 29, 2025) (“Regions”), the Delaware Court of Chancery declined, at the pleading stage of litigation, to dismiss a Caremark claim brought against directors of Regions Financial Corporation, which operates Regions Bank. The plaintiff sought a return to the company, from the directors personally, of the $191 million the company paid under a consent settlement […]
Click here to read the complete postInsider Trading Policies: A Survey of Recent Filings
White & Case’s US Public Company Advisory Group has conducted its second annual survey of publicly filed insider trading policies to assess trends with respect to insider trading policy terms. Calendar-year end public companies were first required to publicly disclose their insider trading policies in 2025 following recent SEC rule changes, and as companies approach […]
Click here to read the complete postGlass Lewis To End Benchmark Proxy Voting Policy: What Companies Should Know
Executive Summary What’s new: Glass Lewis announced it will stop offering its standard benchmark proxy voting guidelines in 2027, transitioning clients to differentiated, client-specific voting frameworks reflecting individual investment philosophies and stewardship priorities. Why it matters: As the proxy voting landscape becomes increasingly fragmented, companies may face greater uncertainty around voting outcomes in key shareholder votes, including […]
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Posted in Uncategorized
Tagged Activism, Glass Lewis, Proxy voting, Public Companies
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Cyber and AI Oversight Disclosures: What Companies Shared in 2025
Public disclosures reveal how leading boards are overseeing AI and cybersecurity In today’s fast-changing and high‑stakes digital environment, boards are elevating their oversight approach. Voluntary disclosures around AI and cyber are not just more common — they’re also more robust, doubling in scope across several critical areas. Companies are putting the spotlight on their technology […]
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Posted in Practitioner Publications
Tagged AI, Artificial intelligence, cyber disclosure, disclosures
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Increasing Scrutiny of “ESG‑Influenced Investing” by ERISA Plans Has Implications for Stakeholders
In Short The Situation: In January 2025, the Northern District of Texas ruled that ESG factors influenced investment decisions by 401(k) plan fiduciaries in violation of the Employee Retirement Income Security Act (“ERISA”), despite those decisions meeting ERISA’s prudence standard. The court deferred judgment on the remedies until September 30, 2025, when it issued its final, […]
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