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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
Non-Profit Hospital Governance, Conduct, and CEO Pay
Does the membership of an organization’s CEO on its board of directors affect the organization’s performance? CEO board membership can have two opposing effects. On one hand, it can reduce the independence of the board from management and thereby impede the ability of the board to monitor the CEO’s failure to pursue shareholder interests (Fama […]
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Posted in Academic Research
Tagged Board of Directors, CEO Pay, CEOs, non-profit governance
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2025 Outlook: Key Delaware Court Appeals and Their Impact on Corporate Law
In 2024, Delaware courts continued to address important areas of corporate law, particularly regarding controlling stockholders. Several of those high-profile decisions were decided at the trial level and are now on appeal. In 2025, we will be watching as the Delaware Supreme Court addresses issues including aiding and abetting, nominal damages, non-ratable benefits for controlling […]
Click here to read the complete postHow a Small Component in Pay Reveals Insights into Corporate Trends
In a follow-up to our whitepaper, “What ‘Perks’ Can Tell Us About Executive Compensation,” ISS-Corporate reviewed the pay structures for Russell 3000 companies that held annual general meetings in the first nine months of 2024 to analyze the usage and magnitude of perquisites in fiscal 2023. In this update, we continue to focus on perquisites […]
Click here to read the complete postYes, SPACs Do Dilute Investors: A Brief Response to Gulliver and Scott
Several days ago, John Gulliver and Hal Scott announced on this Forum that “No, SPACs Do Not Dilute Investors” This comes after the Chancery Court has concluded otherwise in about a dozen cases, and after the SEC has issued regulations requiring disclosure of the extent to which value has been diluted or otherwise extracted from […]
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Posted in Academic Research, Delaware Law Series
Tagged De-SPACs, investors, IPOs, SPACs
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Key Considerations for the 2025 Proxy Season
In this Debevoise In Depth, we outline key considerations for public companies preparing their proxy statements for their 2025 annual meetings, including the timing of new insider trading and equity grant disclosure, pay-versus-performance disclosure and the development and disclosure of governance structures to identify and manage AI-related risks. We also discuss trends from the 2024 […]
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Posted in Practitioner Publications
Tagged board diversity, Cybersecurity, Proxy season, SEC
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Fifth Circuit Vacates SEC’s Approval of Nasdaq Board Diversity Rules
On December 11, 2024, the U.S. Court of Appeals for the Fifth Circuit issued a 9-8 decision vacating the SEC’s approval of Nasdaq’s Disclosure Rule and Diversity Rule (the “Rules”), holding that the SEC exceeded its authority under the Securities Exchange Act of 1934 (“Exchange Act”). Nasdaq has reportedly indicated that it does not intend […]
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Posted in Practitioner Publications
Tagged board diversity, Fifth Circuit, NASDAQ, SEC
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Global Top 250 Compensation Survey 2024
This report presents information on compensation levels for the Chief Executive Officer (CEO) and Chief Financial Officer (CFO), the design of long-term incentives (LTI) and share usage at the 250 largest listed companies globally.
Click here to read the complete postFinCEN Suspends Reporting Requirements as Circuits Grapple With Corporate Transparency Act’s Constitutionality
The Corporate Transparency Act (CTA) and its implementing regulations (Regulations) require entities within its scope (reporting companies) to disclose information, including about their beneficial owners, to the U.S. Treasury Department’s Financial Crimes Enforcement Network (FinCEN). The Regulations set a reporting deadline of January 1, 2025, for initial reports to be filed by reporting companies formed […]
Click here to read the complete postWeekly Roundup: January 3-9, 2025
TikTok’s Identity Crisis: Corporate Personality in a De-Globalizing World Posted by Curtis J. Milhaupt (Stanford Law School) and Dan W. Puchniak (Yong Pung How School of Law), on Friday, January 3, 2025 Tags: Applications Act, China, Congress, TikTok The Sustainability Dividend: A Primer on Sustainability ROI Posted by Matteo Tonello, The Conference Board, Inc., on […]
Click here to read the complete postS&P 500 CEOs’ Reported Compensation: 2021-2024
CEO Compensation generates considerable interest not only from Compensation Committees but also from investors, the press, and politicians. It can be confusing and controversial. This Meridian Insight considers CEO pay among S&P 500 companies and changes in value between 2020 and 2023 based on proxy statements filed in 2021-2024. Executive Summary Key Takeaways: Median total […]
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