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Program on Corporate Governance Advisory Board
- William Ackman
- Peter Atkins
- David Bell
- Kerry E. Berchem
- Richard Brand
- Daniel Burch
- Paul Choi
- Jesse Cohn
- Arthur B. Crozier Christine Davine
- Renata J. Ferrari
- John Finley
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper
- Paul Hilal
- Carl Icahn William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
- Daniel Wolf
HLS Faculty & Senior Fellows
Author Archives: Tarik Samman
AI-Powered (Finance) Scholarship
The Scale and Scope of AI-Generated Research Our study begins by mining over 30,000 potential stock return predictor signals from accounting data. These signals are constructed using various combinations of financial statement items from the COMPUSTAT database, representing a comprehensive universe of accounting-based return predictors. We identify 96 signals that demonstrate robust predictive power for […]
Click here to read the complete postDelaware Supreme Court Reaffirms High Bar for Proving Control by a Minority Stockholder
Key Takeaways Delaware Supreme Court reaffirms that “the test for actual control by a minority stockholder is not an easy one to satisfy.” Supreme Court makes clear that control by a minority stockholder is “not presumed.” Supreme Court’s decision indicates that a special committee of independent directors, and not the full suite of MFW-procedures, may suffice […]
Click here to read the complete postWhat Directors Should Know About the 2025 Proxy Season
Governance is a shared investor priority in an increasingly fractured proxy landscape As companies prepare for the 2025 proxy season, the EY Center for Board Matters has identified key areas of investor focus and shifts in the proxy landscape that could impact proxy voting results and shape engagement this year. These findings are based on […]
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Posted in Practitioner Publications
Tagged Activism, Board of Directors, dei, Proxy season
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Delaware Corporate Law: Recent Trends and Developments
On January 28, 2025, Skadden hosted a webinar on recent developments in Delaware corporate law. Skadden partners Howard Ellin (Mergers and Acquisitions/New York), Ed Micheletti (Litigation/Wilmington) and Jenness Parker (Litigation/Wilmington) discussed: Numerous decisions and trends in books and records requests Sale process transactions Controlling stockholder issues Derivative litigation, including Caremark claims and special litigation committee developments Advance […]
Click here to read the complete postDemonstrating Alignment of CEO Pay and Performance
Introduction Realizable pay (“RP”) is composed of cash compensation paid (e.g., salary, actual bonus awards and payouts of cash-based long-term incentives) and the value of equity awards using the stock price at the end of the assessment period. RP assesses outcome-based compensation and has long been the “gold standard” for demonstrating shareholder aligned pay for […]
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Posted in Practitioner Publications
Tagged Board of Directors, CEOs, executive pay, pay versus performance
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Rethinking Shareholder Contracting: The Design of Corporate Altering Rules
Delaware corporate law has stepped into uncharted territory. The spark came from West Palm Beach Firefighters’ Pension Fund v. Moelis (Del. Ch. 2024), where a shareholder agreement handed near-total veto power to a controlling shareholder, eclipsing the board’s authority. Even among the shareholder agreements adopted by public companies, the Moelis agreement was unusually extreme. The […]
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Posted in Academic Research, Delaware Law Series
Tagged Corporate governance, corporate law, Delaware law, Shareholder
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Takeaways from the Pause on Foreign Corrupt Practices Act Enforcement
On February 10, 2025 President Trump issued an executive order titled “Pausing Foreign Corrupt Practice Act Enforcement to Further American Economic and National Security.” The order directs the DOJ to halt Foreign Corrupt Practices Act (FCPA) investigations and enforcement actions for a 180-day review period. This is the first pause of FCPA enforcement and investigations since the […]
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Posted in Practitioner Publications
Tagged Anti-corruption, FCPA, SEC, U.S. Department of Justice (DOJ)
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SEC Staff Reinstates Traditional Approach to Interpreting the Shareholder Proposal Rule
On February 12, 2025, the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) published Staff Legal Bulletin No. 14M (“SLB 14M”), which sets forth Staff guidance on shareholder proposals submitted to publicly traded companies under Exchange Act Rule 14a-8. SLB 14M rescinds Staff Legal Bulletin No. 14L (“SLB 14L”) (which was issued in […]
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Posted in Practitioner Publications
Tagged Proxy season, SEC, Shareholder proposals, Staff Legal Bulletin
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