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Program on Corporate Governance Advisory Board
- William Ackman
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HLS Faculty & Senior Fellows
Author Archives: Tarik Samman
A Playbook for Unplanned CEO Transitions
While boards of directors routinely engage in succession planning for the company’s chief executive, fewer have planned for a scenario in which the CEO dies, unexpectedly departs, or is temporarily or permanently incapacitated. If a board takes the time in advance to think through key issues, resolve some threshold questions for how an emergency CEO transition would be managed, and request that management consider […]
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Posted in Practitioner Publications
Tagged Board of Directors, CEOs, CLO, Corporate governance
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Making Sure Newly Cautious Shareholders Get the Information They Want
Key Points Revised guidance from the SEC regarding ownership reporting is making institutional investors circumspect about raising issues with management. Seeking to influence a company’s executive compensation, or its social, environmental or political policies, may disqualify a shareholder from filing short-form ownership reports. Companies need to respond proactively, anticipating major investors’ issues and information they […]
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Posted in Practitioner Publications
Tagged Executive Compensation, SEC, shareholder engagement, Shareholders
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Chancery Court Dismisses Challenge to Removal of Tag-Along Rights in Healthcare Merger
A recent Delaware Chancery Court decision provides important guidance for private equity sponsors, minority investors, and deal professionals regarding the enforceability of contractual waivers and the limits of the implied covenant of good faith and fair dealing in LLC agreements. The court’s ruling underscores the primacy of contract terms in LLC governance, and the limited […]
Click here to read the complete postInvestor Views on AI Oversight: What Do Proxy Votes Tell Us?
Key Observations This research paper examines 15 recent shareholder resolutions at US companies addressing oversight and transparency over the use of artificial intelligence. On average, shareholder support for resolutions on AI has exceeded support for proposals on other environmental and social themes. Average adjusted support for the 15 resolutions on AI is 30%, almost double […]
Click here to read the complete postWeekly Roundup: May 23-29, 2025
Delaware Tells Companies: ‘Let’s Stay Together’ Posted by Edward B. Micheletti, and Jenness E. Parker, Skadden, Arps, Slate, Meagher & Flom LLP, on Friday, May 23, 2025 Tags: Board of Directors, delaware, Delaware corporation, Delaware Court Stewardship in AQTION: How the World’s Largest Investors Handle Their Assets Posted by Ali Saribas, AQTION, on Saturday, May […]
Click here to read the complete post2025 Say on Pay Reports
SAY ON PAY RESULTS SAY ON PAY OBSERVATIONS The current Russell 3000 average vote result of 91.5% is 80 basis points lower than this time last year (92.3%) and 60 basis points higher than the index’s 2024 year-end average The current S&P 500 average vote result of 89.5% is 120 basis points lower than this […]
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Posted in Practitioner Publications
Tagged proposals, Proxy voting, Russell 3000, Say on pay
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Crypto Associations
Standing behind every crypto asset is a crypto association. Blockchains are typically not organized as traditional legal entities such as a corporation, partnership, or LLC. Instead, they operate through a decentralized network of participants who are bound together by economic incentive to collectively run the blockchain. A Developer typically starts the blockchain, writing the computer […]
Click here to read the complete postShareholder Proposals in the Wake of Staff Legal Bulletin 14M
As we previously addressed here, on February 12, 2025, the Staff of the U.S. Securities and Exchange Commission’s Division of Corporation Finance published Staff Legal Bulletin 14M (“SLB 14M”). Among other things, SLB 14M rescinded previous Staff guidance on no-action requests, pursuant to which a company can attempt to exclude a shareholder proposal from consideration […]
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Posted in Practitioner Publications
Tagged ESG, Rule 14a-8, SEC, Shareholder proposals
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Getting Ahead of The Looming C-Suite Succession Crisis
In today’s exceedingly volatile business landscape, one thing remains true: no company can outperform its leadership. However, according to Russell Reynolds Associates’ Global Leadership Monitor, organizations are facing a looming crisis amongst their next generation C-suite leaders. An alarming 71% of next generation C-suite leaders are considering a career move outside their current employer, with turnover intentions […]
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Posted in Practitioner Publications
Tagged Board culture, Board leadership, Board of Directors, C-suite
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Purpose That Matters: What Foundation Ownership Teaches Us About Sustainable Capitalism
We respond to the recent contribution by Ofer Eldar and Mark Ørberg, Is It Really About Purpose? Uncovering the Economics Behind Nonprofit Ownership. In their piece, Eldar and Ørberg advance a conceptual framework that distinguishes between income-generating and socially oriented models of nonprofit control. We complement their framework with systematic evidence on how nonprofit foundation […]
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