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Program on Corporate Governance Advisory Board
- Peter Atkins
- David Bell
- Kerry E. Berchem
- Richard Brand
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- Paul Choi
- Jesse Cohn
- Arthur B. Crozier Christine Davine
- Renata J. Ferrari
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HLS Faculty & Senior Fellows
Author Archives: Tarik Samman
SEC Issues Policy Statement Clarifying View on Mandatory Arbitration Provisions
On September 17, 2025, the U.S. Securities and Exchange Commission (SEC or Commission) approved a Policy Statement clarifying the SEC’s position on accelerating the effective date of registration statements for the offer and sale of securities under the Securities Act filed by companies that have mandatory arbitration provisions in their governing documents. The Policy Statement represents a […]
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Posted in Practitioner Publications
Tagged Arbitration, Federal Arbitration Act, SEC, Securities Act
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The Forecast on Quarterly Reporting
Every few years, the question arises as to whether quarterly reporting is the optimal timeframe for U.S. public companies. Now, with both President Donald Trump and Securities and Exchange Commission (SEC) Chairman Paul Atkins as active proponents of ending quarterly SEC reporting, regulatory reform seems more likely than ever before. Thanks to experimentation with reporting frequency in the European […]
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Posted in Practitioner Publications
Tagged Corporate governance, Donald Trump, Reforms, SEC
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Activists Say ‘Yes’ to ‘Vote No’ Campaigns in 2025
Key Points The 2025 proxy season has seen a marked rise in “vote-no” or withhold campaigns against directors. These campaigns, which can be launched any time, without warning, can result in high withhold votes against directors, even when the activist only issues a single press release, creating significant pressure on boards to voluntarily effect board, […]
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Posted in Practitioner Publications
Tagged Activists, Board of Directors, Proxy fights, Proxy season
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Weekly Roundup: September 19-25, 2025
Remarks by Chair Atkins at the Investor Advisory Committee Meeting Posted by Paul Atkins, U.S. Securities and Exchange Commission, on Friday, September 19, 2025 Tags: Capital markets, FCA, investors, OECD Exxon’s Auto-Voting Plan: Implications for Shareholder Activism and Considerations for Companies Posted by Carmen X. Lu and Scott A. Barshay, Paul, Weiss, Rifkind, Wharton & […]
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Posted in Weekly Roundup
Tagged Weekly Roundup
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Risk Management and the Board of Directors
This post is based on a Wachtell, Lipton, Rosen & Katz memorandum by Martin Lipton, Karessa Cain, Sarah Eddy, Kevin Schwartz, Lina Tetelbaum, David Adlerstein, and Anna D’Ginto. I. INTRODUCTION Overview Public companies and their boards of directors face an increasingly complex array of risks that test the resilience of corporate values, strategies, operations, and […]
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Posted in Practitioner Publications
Tagged Board of Directors, ESG, noemail, Risk management, SEC
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Proxy Season Global Briefing: Trends on Executive Pay
In the fourth installment of our Proxy Season Global Briefing, we provide a rundown of the headlines and key trends relating to executive pay from around the globe. Glass Lewis clients can also access the full report via the content libraries on Viewpoint and Governance Hub. For earlier installments in the series, read part one, part two, […]
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Posted in Practitioner Publications
Tagged CEOs, executive pay, noemail, Proxy season, Shareholder voting
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SEC’s Spring 2025 Regulatory Flex Agenda Signals a Strategic Pivot
On September 4, 2025, the SEC released its latest Spring 2025 Regulatory Flex Agenda, referred to below as the Agenda, outlining its rulemaking priorities under Chairman Paul Atkins. The Agenda marks a pronounced shift compared to those published under the prior administration, focusing on deregulation and streamlined disclosures. As foreshadowed in recent public remarks by Chairman […]
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Posted in Practitioner Publications
Tagged Disclosure, noemail, Regulatory Flex Agenda, SEC, Shareholder proposals
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Recap of the 2025 Say on Pay Season
Introduction Pay Governance has gathered information on Say on Pay (SOP) proposal outcomes and total shareholder return (TSR) for S&P 500 companies dating back to when SOP began with the 2011 proxy season. This article places into context how the most recent 2025 SOP outcomes are unfolding compared to recent history beginning in 2021. In […]
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Posted in Practitioner Publications
Tagged noemail, Proxy season, S&P 500, Say on pay, TSR
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DExit: Reincorporation Data Seem to Support the Hype
Interest in reincorporation away from Delaware has increased Following the Delaware Court of Chancery’s invalidation of Elon Musk’s $56 billion Tesla compensation package in January 2024, there has been an uptick in the business press on reincorporations away from Delaware (DExit). Figure 1 shows that there was more than a threefold increase in the number […]
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Posted in Delaware Law Series, Practitioner Publications
Tagged delaware, Delaware cases, DExit, Tesla
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Corporate Citizenship in Transition: Lessons from 2025, Planning for 2026
Drawing on a survey of over 80 corporate citizenship and philanthropy leaders at US and multinational firms, this report examines how corporate citizenship is evolving in 2025 amid economic uncertainty, tax changes, legal scrutiny, and nonprofit challenges and outlines priorities for companies planning for 2026. Trusted Insights for What’s Ahead® Corporate citizenship budgets have held […]
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Posted in Practitioner Publications
Tagged Corporate Citizenship, Corporate governance, Corporate Social Responsibility, Surveys
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