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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
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- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Tarik Samman
The One Big Beautiful Bill Act & M&A
The One Big Beautiful Bill Act (the “OBBBA”) was signed into law on Friday, and, while not the paradigm shift of 2017’s Tax Cuts and Jobs Act (the “TCJA”), it introduces important changes affecting both domestic and cross-border transactions, many of which are effective for tax years beginning after December 31, 2025. The overall impact […]
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Posted in Practitioner Publications
Tagged Donald Trump, M&A, Taxes, The One Big Beautiful Bill Act
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Chancery Court Applies Conditional Probability to Calculate Damages in Earnout Dispute
A recent Delaware Chancery Court opinion offers a significant example of how courts may apply complex probability analysis to determine the amount of damages in an earnout dispute. The case arose from Alexion Pharmaceuticals, Inc.’s 2018 acquisition of Syntimmune, Inc. Our previous Legal Update analyzed in depth the Chancery Court’s September 2024 opinion (the “Liability Opinion”), in […]
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Posted in Delaware Law Series, Practitioner Publications
Tagged Damages, Delaware Court of Chancery, Delaware law, Shareholders
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Texas Enacts New Law to Regulate Proxy Advisory Firms
In Short The Situation: On June 20, 2025, Texas Governor Greg Abbott signed Senate Bill 2337 (“SB 2337”) to impose first-of-its-kind regulation and significant disclosure obligations on proxy advisors, such as ISS and Glass Lewis. SB 2337 aims to limit proxy advice based on “nonfinancial” factors such as ESG and DEI and requires proxy advisors […]
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Posted in Practitioner Publications
Tagged ESG, Proxy advisory, Shareholder, Texas
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The Art and Science of Earn-Outs in M&A
I. Introduction | Why Use an Earn-Out? Amid the relatively high interest rates and accompanying M&A slowdown of recent years, it has become more popular—or at least more visible—for buyers and sellers across sectors to take a page from the life-sciences playbook and consider structuring their M&A transactions to include an earn-out. An earn-out is […]
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Posted in Practitioner Publications
Tagged Corporate governance, M&A, merger agreements, merger guidelines
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Weekly Roundup: July 4-10, 2025
Testimony in House Subcommittee Hearing: “The Proxy Advisor Duopoly’s Anticompetitive Conduct” Posted by Nell Minow, ValueEdge Advisors, on Friday, July 4, 2025 Tags: Board of Directors, Corporate governance, Proxy advisors, Proxy voting Summary of Recent Changes to Delaware, Nevada, and Texas Corporate Law Posted by Matthew A. Schwartz, James M. Shea Jr., and William S.L. […]
Click here to read the complete postVoting for Value: Reforming Proxy Systems for Lasting Impact
The global proxy system is at a crossroads. Frustrations from investors and issuers in the proxy process are leading to frequent headlines from both camps calling for reform, but solutions have been elusive. Furthermore, frustrations with the proxy process are often cited as one of the reasons companies question the need to be publicly listed, […]
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Posted in Practitioner Publications
Tagged Proxy advisors, Proxy season, Proxy voting, Shareholders
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SEC Withdraws Gensler-Era Shareholder Proposal Rule
In a broad reversal of course on proposed rules issued by the Securities and Exchange Commission (SEC) under the leadership of former SEC Chair Gary Gensler, on June 12, 2025, the SEC issued a notice withdrawing 14 of the proposed rules. While most of the withdrawn proposals (13 of them) relate to investment management, and trading and […]
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Posted in Practitioner Publications
Tagged Rule 14a-8, SEC, Securities Exchange Act, Shareholder proposals
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CEO Succession: 10 Pitfalls Boards Must Avoid— and the CHRO Practices That Help
CEO succession is one of the board’s most sensitive, high-stakes responsibilities. It’s not just about selecting a new leader—it’s about safeguarding the company’s future, preserving the outgoing CEO’s legacy, aligning diverse stakeholders, and maintaining confidence across the organization and the market. This report outlines 10 of the most common challenges boards face in CEO succession—and […]
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Posted in Practitioner Publications
Tagged Board of Directors, CEO succession, CEOs, CHROs
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Trends and Updates from the 2025 Proxy Season
2025 Proxy Season Highlights FEWER PROPOSALS, LESS SUPPORT There has been a drastic reduction in the overall number of shareholder proposals, in part due to the SEC’s willingness to grant no-action relief after publication of SLB 14M, coupled with lower levels of shareholder support for environmental and social proposals ZEROING IN Following a multi-year trend […]
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Posted in Practitioner Publications
Tagged Proxy season, S&P 500, SEC, Shareholder proposals
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