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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
Criminal Investors
A criminal or civil investigation into corporate wrongdoing asks both whether wrongdoing occurred at a firm and, perhaps more importantly, who is responsible for it. Rank-and-file employees, senior executives, outside contractors, the firm itself, and even directors are all potentially within prosecutors’ charging scope. But one group of powerful corporate actors tends to escape such […]
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Posted in Academic Research
Tagged Corporate crime, investments, investor scrutiny, investors
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Will SCOTUS Revive the Nondelegation Doctrine?
When SCOTUS granted cert. in SEC v. Jarkesy, the case challenging the constitutionality of the SEC’s administrative enforcement proceedings, one of the questions presented was whether the statute granting authority to the SEC to elect to use ALJs violated the nondelegation doctrine. Jarkesy had contended that, in adopting the provision in Dodd-Frank permitting the use of […]
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Posted in Practitioner Publications
Tagged FCC, nondelegation doctrine, SEC, Supreme Court
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The Activism Vulnerability Report
Introduction & Market Update As the year draws to a close, there is a growing sense of optimism for M&A activity in 2025, with an anticipated change in the regulatory environment following the elections – one that market commentators believe will be less restrictive. A friendlier M&A backdrop could underpin a pickup in the number […]
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Posted in Practitioner Publications
Tagged Activism, Board of Directors, M&A, Shareholders
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The Court of Chancery’s Approach To Laches and Statutes of Limitations
The doctrine of laches and statutes of limitations both bar claims brought too late. But when does each apply? And how late is too late? A recent case in the Delaware Court of Chancery, MW Gestion v. Sinovac Biotech Ltd., provides insight. In Sinovac, one of the company’s investors sued in 2023, claiming that the company’s board […]
Click here to read the complete postCapitalism and Crises
Regulation has been getting a bad press. It will be diluted in the US under the Trump administration, it will be curtailed in the EU to revive flagging European economies, and it is blamed for failures in privatized utilities in the UK. An instrument that is supposed to be at the heart of policy formulation […]
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Why it matters A review of business headlines offers numerous examples of how damage to a company’s brand can cast a long-shadow. This is a complex area of governance because it can include consideration of factors like corporate values, ethical standards, product reliability, and communication responsiveness to adverse events. Admittedly, integrating such a broad array […]
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Posted in Practitioner Publications
Tagged Board of Directors, Corporate governance, Oversight, Stewardship
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Delaware Law Mid-Century: Far From Perfect but Probably Not Leaving for Las Vegas
Stopping controlling shareholders from taking actions that benefit themselves at the expense of non-controlling (minority) shareholders is an incredibly valuable and worthwhile thing for courts to do. Delaware historically excelled at this. Incorporating in Delaware long was considered to be wise (and efficient) for companies for the very reason that Delaware was steadfast in protecting […]
Click here to read the complete postThe New Battleground in the Fight over ESG’s Role in Public Pension Investments: The Courtroom
As we discussed in our white paper “ESG and Public Pension Investing in 2023: A Year-to-Date Recap and Analysis”, there was a surge in legislative activity in 2023 among red states curtailing the use of environmental, social and governance (“ESG”) factors by asset managers and pension officials with respect to the investment decisions of governmental […]
Click here to read the complete postThe Future of Asset Management: ETFs, Alts, and Private Markets Reshape the Retail Landscape
To borrow a phrase from the late Queen Elizabeth II, most asset managers will be unable to look back on the first half of this decade with undiluted pleasure. Indeed, asset managers will remember a global pandemic, two bear markets, political tension on all fronts, and a speculative frenzy that largely left them sitting on […]
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Posted in Practitioner Publications
Tagged Asset management, AUM, ETFs, private market
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The Cleansing Effect of Shareholder Approval in a World of Common Ownership
The last decade has witnessed a number of developments: 70% of the shares of public companies are held by institutional investors, many of which are widely diversified; institutional shareholders are more active in corporate governance than ever before; and Delaware courts, when called on to determine whether a transaction is fair, have viewed the approval […]
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Posted in Academic Research, Delaware Law Series
Tagged Delaware courts, fiduciary duty, IPOs, Shareholders
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