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Program on Corporate Governance Advisory Board
- Peter Atkins
- David Bell
- Kerry E. Berchem
- Richard Brand
- Daniel Burch
- Paul Choi
- Jesse Cohn
- Arthur B. Crozier Christine Davine
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Tarik Samman
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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Posted in Practitioner Publications
Tagged Activist, activist investors, Board of Directors, Shareholder activism
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Do Shareholders Have a Say on Say-on-Pay?
I. Introduction Since their conception in 2011, say-on-pay (“SOP”) proposals have become a hot-button issue for proxy advisors, politicians, corporate governance experts, and the public at large. Though they are simply advisory votes on the previous year’s pay, if a substantial portion of shareholders vote AGAINST the pay package (e.g. 20%), they can send a […]
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Posted in Practitioner Publications
Tagged CEOs, Executive Compensation, Say on pay, Shareholders
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How Three Years of the SEC’s Universal Proxy Card Have Changed Proxy Contests
On September 1, 2022, the SEC’s universal proxy card (UPC) rules took effect, allowing shareholders to freely “mix-and-match” from among management and dissident nominees in contested director elections. Before the rules’ adoption, their impact on shareholder activism was hotly debated, including in a comment letter to the SEC from our practice. Since they went into […]
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Posted in Practitioner Publications
Tagged Board of Directors, Proxy Card, SEC, Universal Proxy Card
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Governance Matters: Don’t Overlook Board Oversight
Director elections can be a powerful tool for investors to weigh in on ineffective boards. Most conversations around proxy voting focus on shareholder proposals and executive compensation. Meanwhile, the most significant votes tend to fly under the radar: director elections. Boards of directors play a vital role in representing shareholder interests by overseeing a company’s […]
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Posted in Practitioner Publications
Tagged Board of Directors, Corporate governance, investors, Proxy voting
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How Remote Meetings Are Reshaping Boardroom Expectations
The corporate boardroom has long been a symbol of tradition, formality, and in-person deliberation. But in 2025, that image is rapidly evolving. Remote meetings, once considered a temporary workaround during global disruptions, have now become a cornerstone of modern governance. This shift enhances convenience but also reflects a deeper transformation in how boards operate, communicate, […]
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Posted in Practitioner Publications
Tagged Board of Directors, Boardroom, Corporate governance, Remote Meetings
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Being Prepared for the Next Crisis: The Board’s Role
Boards are navigating an era of profound and persistent volatility. Global trade dynamics are in flux, shaped by shifting alliances and unpredictable tariffs. These disruptions have created ripple effects across companies’ strategic plans and supply chains, forcing companies to rethink revenue growth, financial performance, sourcing strategies, cost structures and operations. At the same time, economic […]
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Posted in Practitioner Publications
Tagged board effectiveness, Board of Directors, Management, Risks
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US and EU Agree on Trade Framework Agreement – Implications for ESG/CSR Compliance
On August 21, the US and EU announced that they have agreed on a Framework on an Agreement on Reciprocal, Fair, and Balanced Trade. The Framework Agreement expands upon earlier official statements on the US-EU trade deal and is intended as a first step in a process to improve market access and increase the US-EU […]
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Posted in Practitioner Publications
Tagged Carbon Border Adjustment Mechanism (CBAM), CSR, ESG, EU
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Best Practices for Corporate Sustainability Teams
This report—based on a survey of 70 corporate sustainability and environmental, social & governance (ESG) leaders at US and multinational firms—examines and shares best practices on how companies structure and position their sustainability teams, how they interact with other business functions, and how those choices shape overall efficiency and effectiveness. Trusted Insights for What’s Ahead® […]
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Posted in Practitioner Publications
Tagged Board of Directors, corporate sustainability, ESG, Surveys
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Redefining the Role: How Innovative Corporate Investigations Leaders Drive Impact
Introduction Historically, the role of the corporate investigations leader has been defined by a singular focus: compliance enforcement. Their work was often reactive, engaging only when challenges emerged, such as compliance concerns and reputational risks. While effective in addressing immediate problems, this approach often kept investigations siloed from the broader business, limiting their ability to […]
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Posted in Practitioner Publications
Tagged Corporate governance, Corporate Investigations Leaders, Corporate Risks, Decision-making
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Weekly Roundup: August 29-September 4, 2025
Overlapping Directors as a Competition Problem Posted by Mark A. Lemley (Stanford Law School) and Rory Van Loo (Boston University School of Law), on Friday, August 29, 2025 Tags: Antitrust, Board governance, Collusion, Interlocking boards, Private equity Shareholder Proposal Developments During The 2025 Proxy Season Posted by Elizabeth A. Ising, Ronald O. Mueller, and Geoffrey […]
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Posted in Weekly Roundup
Tagged Weekly Roundup
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