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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
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- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Tarik Samman
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, […]
Click here to read the complete postBalancing Governance and Opportunity in a Shifting Landscape
Driving growth and fostering resilience in a dynamic business environment In a continually changing business environment, board directors find themselves at a complex nexus of risk and opportunity. A confluence of macroeconomic factors—such as inflationary pressures, shifting regulatory frameworks, and technological shifts—have redefined corporate possibility and risk. For directors, the need is likely nuanced: Safeguard […]
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Posted in Practitioner Publications
Tagged Board of Directors, Corporate governance, Environment, Stakeholder
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When (and When Not) to Form a Special Committee in Activist Defense and M&A
Summary Establishing a special committee is a common corporate governance practice in the context of transactions involving insiders, controlling stockholders or other related persons (so called “conflict transactions”). Special committees are designed to create a record of independent decision-making. That said, in other circumstances, special committees are not generally necessary or advisable and may be […]
Click here to read the complete postCourt Upholds Privilege in Internal Investigations
On October 3, 2025, the United States Court of Appeals for the Sixth Circuit upheld the application of the attorney-client privilege and work product doctrine to internal investigations. The Sixth Circuit’s decision to grant a writ of mandamus In re: FirstEnergy Corp., No. 24-3654 (6th Cir. Oct. 3, 2025) reversed the district court’s order compelling production […]
Click here to read the complete postEU Parliament Rejects Rollback in Sustainability Reporting
Earlier this week, the European Parliament narrowly rejected an “omnibus” directive, which included proposals intended to reduce sustainability reporting obligations for companies operating in the European Union (EU). The “omnibus” directive was introduced in February 2025 and, if approved, would have exempted 80% of companies that were originally set to be covered by the scope of […]
Click here to read the complete postActivism in 2025 and Beyond: Universal Proxy, Litigation Leverage and a New Playbook for Preparedness
Activism didn’t pause in 2025 – it evolved. Campaign counts are up, tactics have multiplied, and boards are settling faster and earlier. As Goldman Sachs’ Neil Rudisill put it on Cooley’s Market Talks panel, “We’re on track for probably the third largest year ever in terms of activism,” with US campaign levels up roughly 11% year-over-year […]
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Posted in Practitioner Publications
Tagged Activism, litigation, Proxy fights, Universal Proxies
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Weekly Roundup: October 17-23, 2025
Withhold Campaigns: Communications Considerations for Companies Posted by Charlie Koons and Greg Roumeliotis, Brunswick Group LLP, on Friday, October 17, 2025 Tags: activist investors, Proxy advisors, Proxy season, Shareholders U.S. Government Shutdown: What Public Companies Should Know Posted by Ran Ben-Tzur, Amanda Rose, and Wendy Grasso, Fenwick & West LLP, on Saturday, October 18, 2025 […]
Click here to read the complete postWhen Should Boards Fight
In the headlines today, it is common to see announcements about activist campaigns or activists taking equity positions in public companies. Nonetheless, full-scale proxy fights have become relatively rare. Most public company boards opt to settle with activists, seeking to avoid costly, time-intensive and uncertain contests that distract directors and management from running their business. […]
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Posted in Practitioner Publications
Tagged Board of Directors, CEOs, Proxy fights, Settlements
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2025 Annual Corporate Directors Survey: Driving a Culture of Accountability in the Boardroom
Introduction The role of a corporate director has never been more challenging — or more critical. 2025 has continued to usher in a wave of disruptive forces, ranging from an uncertain regulatory environment and geopolitical instability to artificial intelligence (AI) transformation. The complexity of board responsibilities is only expanding under the weight of these external […]
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Posted in Practitioner Publications
Tagged AI, Artificial intelligence, Board culture, Board of Directors
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How Board and C-Suite Collaboration Can Build Organizational Resilience
From economic volatility to technological advancement: Tracking the shift in board and C-suite priorities Building resilience today can require organizations to respond to near-term opportunities, challenges, and risk-related priorities while also maintaining focus on longer-term goals and growth opportunities. When it comes to risks, however, the survey shows that boards and C-suite respondents are juggling […]
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Posted in Practitioner Publications
Tagged Board of Directors, C-suite, CEOs, Management
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