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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
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- Jason M. Halper William P. Mills
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- Theodore Mirvis
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- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Tarik Samman
Current Trends in Scope 3 Disclosure Rates
Reporting on Scope 3 greenhouse gas (GHG) emissions remains a complex undertaking for companies, requiring calculation, estimation, and assumptions – particularly concerning factors outside of direct operational control. However, significant progress has been observed in recent years in the quality and prevalence of Scope 3 disclosures, especially amongst larger, more mature organizations. Currently, approximately 29% of […]
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Posted in Practitioner Publications
Tagged Disclosure, GHG Disclosure, Greenhouse, Publicly Traded Companies
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Weekly Roundup: September 26-October 2, 2025
Activists Say ‘Yes’ to ‘Vote No’ Campaigns in 2025 Posted by Elizabeth R. Gonzalez-Sussman and Louis M. Davis, Skadden, Arps, Slate, Meagher & Flom LLP, on Friday, September 26, 2025 Tags: Activists, Board of Directors, Proxy fights, Proxy season The Forecast on Quarterly Reporting Posted by David A. Katz, and Laura A. McIntosh, Wachtell, Lipton, […]
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Posted in Weekly Roundup
Tagged Weekly Roundup
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U.S. Companies Face Potential GHG Disclosure Obligations in 2026
Although the SEC climate rules never became effective, the California GHG emissions disclosure and assurance requirements apply to a significant number of public and private U.S.-based companies (including U.S. subsidiaries of non-U.S. companies) that do business in California, and the first reports could be due as early as June 30, 2026 (subject to final implementing […]
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Posted in Practitioner Publications
Tagged Climate Disclosure, emissions, GHG Disclosure, noemail, SEC
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U.S. Regional Brief
This Regional Brief reports on the corporate governance topics and trends Vanguard’s Investment Stewardship team observed across portfolio companies domiciled in the U.S.; it includes data on the proxy votes cast by the Vanguard-advised funds between July 1, 2024, and June 30, 2025 (the 2025 proxy year). We provide this brief, and other publications and […]
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Posted in Practitioner Publications
Tagged Board of Directors, executive pay, Proxy voting, Shareholder rights
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Responses to the SEC’s Concept Release on Foreign Private Issuer Eligibility
On June 4, 2025, the U.S. Securities and Exchange Commission (the “SEC”) published a Concept Release on Foreign Private Issuer Eligibility (the “Concept Release”) soliciting public comment on proposed changes to the definition of foreign private issuer (“FPI”). The Concept Release highlights numerous changes to the FPI population since the rules were adopted in 2003, […]
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Posted in Practitioner Publications
Tagged Exchange Act, Foreign Private Issuer, issuers, SEC
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New SEC Policy Opens Door to Mandatory Investor Arbitration
EXECUTIVE SUMMARY On September 17, 2025, the Securities and Exchange Commission issued a groundbreaking policy statement that fundamentally alters the regulatory landscape for public companies considering mandatory arbitration provisions. The Commission has determined that mandatory arbitration provisions requiring investors to arbitrate securities law claims will not impact SEC decisions to accelerate the effectiveness of registration […]
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Posted in Practitioner Publications
Tagged Arbitration, Corporation Law, investors, SEC
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Regulatory Climate Shift: Updates on the SEC Climate-Related Disclosure Rules
In March 2024, the Securities and Exchange Commission (the “SEC” or the “Commission”) adopted rules entitled The Enhancement and Standardization of Climate-Related Disclosures for Investors (the “Rules”), intended to standardize how public companies report material climate-related risks and greenhouse gas emissions. However, the Rules were almost immediately the subject of litigation, which was subsequently consolidated in the U.S. […]
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Posted in Practitioner Publications
Tagged Climate, CSRD, EU, SEC
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The Trillion Dollar Man? Comparing Musk’s 2018 Pay Plan to His Latest Tesla Award
The compensation saga of Tesla’s Elon Musk is under the spotlight once again. On Friday, Tesla announced in an SEC filing that the Company is proposing to grant its CEO Elon Musk an equity award that could make him a trillionaire. This new grant, subject to shareholder approval, comes off the heels of Tesla granting […]
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Posted in Practitioner Publications
Tagged Elon Musk, Executive Compensation, Pay Packages, Tesla
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Pay for Performance Mandated SEC Proxy Disclosures – Role of PVP and CAP
In 2022, the SEC implemented a new executive pay regulation/disclosure from Dodd-Frank of Pay versus Performance (PVP), which introduced a new definition of compensation, Compensation Actually Paid (CAP). According to the SEC, CAP was developed based on the same concept as “realizable pay” and intended to allow investors and others to evaluate whether executive compensation […]
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Posted in Uncategorized
Tagged Pay for performance, Proxy disclosure, SEC, TSR
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