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Program on Corporate Governance Advisory Board
- William Ackman
- Peter Atkins
- David Bell
- Kerry E. Berchem
- Richard Brand
- Daniel Burch
- Paul Choi
- Jesse Cohn
- Arthur B. Crozier Christine Davine
- Renata J. Ferrari
- John Finley
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper
- Paul Hilal
- Carl Icahn William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
- Daniel Wolf
HLS Faculty & Senior Fellows
Author Archives: Tarik Samman
The Sustainability Dividend: A Primer on Sustainability ROI
As sustainability becomes a business imperative, companies face growing pressure to determine the return on investment (ROI) of their sustainability efforts, a critical factor in gaining stakeholder trust and ensuring long-term success. This report highlights insights from a series of Member roundtables and polls, discusses the current state of sustainability ROI, and provides guidance for […]
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Posted in Practitioner Publications
Tagged Dividend, ROI, Stakeholder, Sustainability
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TikTok’s Identity Crisis: Corporate Personality in a De-Globalizing World
Introduction TikTok’s travails under the Trump and Biden Administrations are typically portrayed as a clash between national security interests and First Amendment protections. This tension is the focus of TikTok’s suit against the U.S. Government over a 2024 law that subjects the video platform to a ban in the United States unless it is divested […]
Click here to read the complete postWeekly Roundup: December 27-January 2, 2025
Key Considerations for 2024 Form 10-K and Form 20-F Filings Posted by Robert W. Downes, Catherine M. Clarkin and Alan J. Fishman, Sullivan & Cromwell LLP, on Friday, December 27, 2024 Tags: Disclosure, Form 10-K, Form 20-F, SEC Variance in Succession Strategy and Transition Processes Posted by Carey Oven, Natalie Cooper, and Bob Lamm, Deloitte LLP, […]
Click here to read the complete postGreenwashing: The Emerging Liability Landscape
General counsel face a looming ESG challenge: managing sustainability claims that could become potential litigation triggers. Proactive Risk Management is a Strategic Imperative The threat of greenwashing (either exaggerated or untrue sustainability claims) is larger than ever, and the consequences have never been more severe. Companies are no longer judged merely on their sustainability intentions, […]
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Posted in Practitioner Publications
Tagged ESG, General counsel, Greenwashing, Sustainability
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The CEO Scorecard: How Directors Select a CEO When They Have Real Skin in the Game
We recently published a paper on SSRN (“The CEO Scorecard: How Directors Select a CEO When They Have Real Skin in the Game”) that examines how boards can improve succession planning through use of an outcomes-based CEO scorecard that matches candidates’ skills against the value drivers of the business. Shareholders, stakeholders, and corporate insiders place […]
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Posted in Academic Research
Tagged Board of Directors, CEO succession, CEOs, ValueAct Capital
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Matters To Consider for the 2025 Annual Meeting and Reporting Season: Executive Compensation
Incorporate Lessons Learned From the 2024 Say-on-Pay Votes and Compensation Disclosures and Prepare for 2025 Pay Ratio Disclosures Companies should consider their recent annual say-on-pay votes and best practices for disclosure when designing their 2025 compensation programs and communicating about those programs to shareholders. Companies should also review the latest say-on-pay trends, including overall 2024 […]
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Posted in Practitioner Publications
Tagged Executive Compensation, Proxy advisors, Russell 3000, Say on pay
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Directors, by Securing Indemnification Rights, Were Rendered Self-Interested
In GB-SP v. Walker (Nov. 15, 2024), the Delaware Court of Chancery found that directors of Bridgestreet Worldwide, Inc. (the “Company”), by securing indemnification rights for themselves in connection with approving a Foreclosure Agreement with the Company’s creditor, rendered themselves materially conflicted. As a result, the court reviewed the Plaintiff’s claim—that the directors breached their fiduciary duties […]
Click here to read the complete postPublic Sentiment Decomposition and Shareholder Actions
Public sentiment regarding corporate practices has become increasingly pronounced, particularly with the rise of social media and the democratization of information. This heightened public engagement encompasses a variety of issues including, for example, a company’s financial performance, products, environmental policies, treatment of employees and corporate governance practices. Traditional media coverage and social media interactions serve […]
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Posted in Academic Research
Tagged CEOs, ESG, Public sentiment, Shareholder activism
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Delaware Court Rejects Musk’s Pay Package for Second Time
A Delaware Court has rejected Tesla’s attempt to reinstate Elon Musk’s court-rescinded options despite Tesla’s shareholders “ratification” of the options. Tesla and Musk could appeal the latest court decision or the earlier decision which initially struck down the Musk option grant. Separately, the Court approved record-setting attorney fees in the amount of $345 million, down […]
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Posted in Delaware Law Series, Practitioner Publications
Tagged CEO Pay, CEOs, Delaware Court of Chancery, Shareholders
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Variance in Succession Strategy and Transition Processes
From time to time, On the Board’s Agenda uses an abbreviated format to highlight noteworthy data or recent developments in governance. This edition combines survey data on succession planning to explore variance in responses provided by chief executive officers (CEOs) and public company corporate secretaries. Succession planning is important for long-term sustainability, though the process […]
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Posted in Practitioner Publications
Tagged Board of Directors, CEOs, Corporate governance, Public Companies
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