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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
AI Risk Disclosures in the S&P 500: Reputation, Cybersecurity, and Regulation
This report analyzes how the largest US public companies disclose artificial intelligence (AI) risks in their 2023–2025 annual filings, providing insight into the issues shaping board agendas, investor expectations, and regulatory oversight in the years ahead. Trusted Insights for What’s Ahead® AI has rapidly become a mainstream enterprise risk, with 72% of S&P 500 companies […]
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Posted in Practitioner Publications
Tagged AI, Cybersecurity, disclosures, S&P 500
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Occasional Activists and the Evolving Landscape of Shareholder Activism in 2025
Shareholder activism by investors who are not dedicated activist funds and do not regularly use activist tactics — such as institutional investors and individuals, including company insiders, or other first-time activists — continues to be an important theme in 2025 proxy contests. While 2024 proved to be a peak year for occasional activism and activist […]
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Posted in Practitioner Publications
Tagged Activists, Proxy Contest, Proxy season, Shareholder activism
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Annual Incentive Plan Design and Trends
Annual incentive plans serve a valuable function as an interim measurement of progress towards longer-term goals. Unlike performance share awards, which have a more rigid construction due to complex equity accounting rules and higher levels of shareholder scrutiny, annual bonus plans offer a greater flexibility in plan design, consideration of individual performance, and use of […]
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Posted in Practitioner Publications
Tagged Corporate governance, dei, ESG, Incentives
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Applying A Retail Voting Program in Practice
On September 15, 2025, the Office of Mergers and Acquisitions of the SEC’s Division of Corporation Finance permitted a novel approach to increase retail shareholder voting when it granted a no action letter request from Exxon Mobil Corporation. Specifically, the SEC was asked to consider whether a proposed retail voting program was compliant with Rules […]
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Posted in Practitioner Publications
Tagged Retail investors, Retail Voting Program, SEC, Shareholders
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2025 U.S. Governance Post-Season Review: Evolving Priorities in a Shifting Landscape
Key Takeaways Political, legal, and regulatory changes contributed to an altered landscape for governance, DEI and sustainability issues; “Traditional” skills appeared to be on-trend for directors; Directors with significant outside board commitments have declined while investor support for overboarded directors improved; Investors may be reassessing lengthy tenure; vote outcomes suggest more leniency on this topic; […]
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Posted in Practitioner Publications
Tagged AI, Board of Directors, Corporate governance, Shareholders
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CARB Publishes Preliminary List of Companies Potentially Subject to SB 253 and SB 261
The California Air Resources Board (CARB) took a significant step forward recently in implementing the state’s climate disclosure laws: SB 253 (the Climate Corporate Data Accountability Act) and SB 261 (the Climate-Related Financial Risk Disclosure law), in each case as amended by SB 219. On September 24, CARB released its preliminary list of entities that staff believe […]
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Posted in Practitioner Publications
Tagged California, CARB, SB 253, SB 261
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Keynote Address by Chair Atkins on Revitalizing Public Company Appeal
Good evening, ladies and gentlemen. Thank you, Larry [Cunningham], for your generous introduction and your kind invitation for me to be here today. It is an honor and pleasure for me to participate in the Weinberg Center’s twenty-fifth anniversary. Larry, I should also like to congratulate you on your recent appointment as director of the […]
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Posted in Practitioner Publications
Tagged Corporate governance, Delaware law, Proxy season, SEC
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Shareholder Engagement Under the New 13G Regime: Key Takeaways From Recent Panel
The Society for Corporate Governance, in collaboration with Kirkland & Ellis LLP, convened a panel discussion on Shareholder Engagement: State of Play on September 11, 2025. The discussion highlighted that, in light of the SEC’s guidance on shareholder engagement, corporate management will need to take a more active role in reaching out to institutional investors, […]
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Tagged Board of Directors, Corporate governance, SEC, shareholder engagement
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Weekly Roundup: October 3-9, 2025
Current Trends in Scope 3 Disclosure Rates Posted by Subodh Mishra, ISS STOXX, on Friday, October 3, 2025 Tags: Disclosure, GHG Disclosure, Greenhouse, Publicly Traded Companies SEC Launches Cross-Border Task Force To Combat Fraud, Increasing Scrutiny on Foreign Issuers and Gatekeepers Posted by Anita Bandy, Andrew Lawrence, and Andrew Good, Skadden, Arps, Slate, Meagher & […]
Click here to read the complete post2025 Director Compensation Report
EXECUTIVE SUMMARY FW Cook’s 2025 Director Compensation Report studies non-employee director compensation at 300 companies of various sizes and industries to analyze market practices in pay levels and program structure. Approximately 96% of companies overlap between this year’s and last year’s study. To better reflect current board structures, this report includes an update to one […]
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Posted in Practitioner Publications
Tagged Board of Directors, CEOs, Corporate governance, Director compensation
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