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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
Red Herring: Shareholder Proposals and Director Elections
Key Takeaway Shareholder proposals that seek to promote ESG measures tend to gain significant attention. However, director elections tend to have a much greater impact on corporations. Thus, activist shareholders tend to focus on what matters and so should the public at large.
Click here to read the complete postTokyo Stock Exchange Initiative on Cost of Capital and Stock Price Conscious Management
Introduction The Tokyo Stock Exchange (TSE) has advanced governance reforms through Japan’s Corporate Governance Code and related initiatives, with the aim of supporting sustainable growth and enhancing corporate value over the mid- to long-term. In April 2022, TSE restructured its market segments to provide an attractive cash equity market that underpins the sustainable growth and […]
Click here to read the complete postThe Next Era of Sustainability Leadership: CEO Survey Shows the Business Case is Now
Sustainability has undergone a profound transformation over the past two decades. What began as a moral movement—rooted in reputation management and risk mitigation—has increasingly become a strategic business imperative. The latest annual report published by the UN Global Compact and Accenture underlines how the business case for sustainability leadership to be at the core of a […]
Click here to read the complete postThe Board’s Role in CEO and Director Compensation
Executive and non-employee director compensation are two of the most visible and scrutinized responsibilities of the board. Yet, even among the largest companies, governance practices diverge on two fundamental questions: Who approves CEO pay – the compensation committee or the full board – and who oversees director pay – the compensation committee or the nominating/governance […]
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Posted in Uncategorized
Tagged Board of Directors, CEO compensation, CEOs, Compensation committees
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Chastain: Pushing the Boundaries of Insider Trading
Introduction Insider trading cases may have become harder to prosecute. On July 31, 2025, the Second Circuit released its opinion in United States v. Chastain, an insider trading case in which the defendant had been convicted by a jury for misappropriating confidential information belonging to his employer and using that information to trade for personal gain. That sounds […]
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Posted in Practitioner Publications
Tagged Chastain, Insider trading, NFTs, Second Circuit
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Holding Power: S&P 500 Snapshot
Background We reviewed broad-market data using S&P 500 executives to support preliminary assessments of executive Holding Power (aka retention glue). Despite a cooldown in the broader labor force, Compensation Committees are well served to understand the depth of their retention hooks on key executives, for whom the talent market remains fluid.
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Posted in Practitioner Publications
Tagged Board of Directors, CEOs, S&P500, TSR
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U.S. Government Shutdown: What Public Companies Should Know
What You Need To Know The federal government shutdown will lead to a significant reduction in government activity, including at the U.S. Securities and Exchange Commission (SEC). Companies should evaluate how the shutdown might affect their business operations and financial performance (especially if the shutdown is prolonged) and maintain transparent communication with stakeholders. Senior management, […]
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Posted in Practitioner Publications
Tagged Federal Government, Public Companies, SEC, Stakeholders
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Withhold Campaigns: Communications Considerations for Companies
More activist investors are seeking to challenge boards by asking shareholders to vote against the election of one or more directors, without the activists putting forward their own slate of candidates. These board challenges, referred to as withhold campaigns, can be carried out at a fraction of the cost of traditional proxy contests and are […]
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Posted in Practitioner Publications
Tagged activist investors, Proxy advisors, Proxy season, Shareholders
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Weekly Roundup: October 10-16, 2025
Shareholder Engagement Under the New 13G Regime: Key Takeaways From Recent Panel Posted by Merel Spierings (Society for Corporate Governance), Christina Thomas (Kirkland & Ellis LLP), and Shaun Mathew (Kirkland & Ellis LLP), on Friday, October 10, 2025 Tags: Board of Directors, Corporate governance, SEC, shareholder engagement Keynote Address by Chair Atkins on Revitalizing Public […]
Click here to read the complete postShareholder Activism: Ten Trends for 2026
Shareholder activism is at record levels and is no longer limited to the “proxy season.” Dozens of U.S. activist situations are underway for 2026 annual meetings, well before the windows for nominations open at most targeted companies. Activists are preparing for the fall conference circuit at which they will debut many of their 2026 campaigns, […]
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Posted in Practitioner Publications
Tagged Activists, Board of Directors, Proxy season, Shareholder activism
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