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Program on Corporate Governance Advisory Board
- Peter Atkins
- David Bell
- Kerry E. Berchem
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- 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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HLS Faculty & Senior Fellows
Author Archives: Tarik Samman
Proxy Season Global Briefing: Trends on Boards of Directors
The board of directors is at the heart of corporate governance – and at the heart of ongoing debate around the basis for selecting directors, and what they should be tasked with overseeing. Shareholder Vote Results: Director Elections and Opposition Shareholder voting on board elections remained largely consistent in North America. In our overall U.S. […]
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Posted in Practitioner Publications
Tagged Board of Directors, Gender Diversity, Proxy season, Shareholders
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2025 Proxy Season Review: From Escalation to Recalibration
With the 2025 proxy season marked by fewer proposals, heightened scrutiny, and more selective investor support than previous years, this report shares guidance on how companies can approach offseason engagement with investors and prepare for the 2026 proxy season. Trusted Insights for What’s Ahead® A drop in shareholder proposal volume was most pronounced across environmental, […]
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Posted in Practitioner Publications
Tagged Proxy season, Say on pay, SEC, Shareholders
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Proxy Season Highlights: What the 2025 No-Action Letter Landscape Tells Us About Preparing for 2026
The 2025 proxy season marked a turning point in the Securities and Exchange Commission’s (SEC) administration of shareholder proposals. Over the course of the season, the staff of the Division of Corporation Finance (staff) received a significant increase in no-action requests under Rule 14a-8 of the Securities Exchange Act of 1934, as amended (Rule 14a-8), […]
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Posted in Practitioner Publications
Tagged Proxy season, Rule 14a-8, SEC, Shareholders, SLB 14M
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Do’s and Don’ts of Using AI: A Director’s Guide
Key Points Directors who use AI on their own for corporate purposes need to be aware of some pitfalls particular to their roles. Sharing confidential corporate information with chatbots should be avoided until it has been confirmed that the AI model will not train on the material or make it available to chatbot employees. AI […]
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Tagged AI, Artificial intelligence, Board of Directors, Corporate governance
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Narrative Contradictions: The Invisible Governance Risk
Introduction Corporate disclosures are now scrutinized not only for accuracy but also for coherence. Increasingly, regulators, investors, and stakeholders view narrative contradictions—statements that are individually accurate yet collectively conflicting—as a governance failure. These contradictions are not typically the product of dishonesty. Instead, they emerge from organizational complexity, shifting priorities, and fragmented accountability. Yet their impact […]
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Tagged Board of Directors, Corporate Disclosures, Corporate governance, Management
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2025 Proxy Season Review: Volatility, Evolving Tactics and New Expectations for Shareholder Engagement
The 2025 proxy season was as volatile as any in recent memory. Activity was robust at the beginning of the year, slowed considerably after the April 2 tariff announcement, and was interrupted by surprise changes proposed by the SEC regarding investor engagement practices that prompted institutional investors to reassess their engagement strategies. According to FactSet, […]
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Tagged Activists, Pay for performance, SEC, shareholder engagement
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Weekly Roundup: September 5-11, 2025
Redefining the Role: How Innovative Corporate Investigations Leaders Drive Impact Posted by Jon Mehta (Johnson & Johnson), Kate Driscoll (Morrison Foerster LLP), and Chen Zhu (Morrison Foerster LLP), on Friday, September 5, 2025 Tags: Corporate governance, Corporate Investigations Leaders, Corporate Risks, Decision-making Best Practices for Corporate Sustainability Teams Posted by Matteo Tonello, The Conference Board, […]
Click here to read the complete postFrom Common Practice to Differentiated Design: Turning Stock Prices into Performance Prizes in the S&P 500
Relative Total Shareholder Return (rTSR) continues to dominate the long-term incentive landscape for S&P 500 CEOs, appearing in 58% of performance share unit (PSU) awards. Its appeal lies in its perceived objectivity since it does not rely on financial targets established internally, its ability to create a clear link between shareholder experience and executive payouts, […]
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Tagged CEOs, rTSR, S&P500, Shareholders
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Mastering Boardroom Communication: Five Essentials for Executives
Introduction Executive–board interactions impact leadership and business success Whether you are an executive who has been meeting with the board regularly for years or are in a new role that’s landing you on the agenda, your interactions with directors play a huge role in establishing your professional credibility with the board. Your pre-read materials, presentation […]
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Tagged Board communication, Board of Directors, Boardroom, Executives
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Dealing with Activist Hedge Funds and Other Activist Investors
Shareholder activism activity has continued at elevated levels in 2025, with activists undeterred by economic and geopolitical uncertainty. Regardless of industry, size or performance, no company is too large, too popular, too new or too successful to consider itself immune from activism. Although poor stock price performance and operational and strategic missteps can increase vulnerability, […]
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Tagged Activist, activist investors, Board of Directors, Shareholder activism
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