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Program on Corporate Governance Advisory Board
- Peter Atkins
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HLS Faculty & Senior Fellows
Author Archives: Tarik Samman
How Plurality Voting Allows Directors to Stay on the Board Without Majority Support
Key Takeaways Out of the 22,635 U.S. director election proposals Glass Lewis covered in the 2025 proxy season, there were 72 directors from 48 different companies who did not receive majority shareholder support. Of those 72, only seven successfully resigned. Six had their resignations rejected and the remaining companies took no action, instead ignoring the […]
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Posted in Practitioner Publications
Tagged Board of Directors, Corporate Goverance, Market, Proxy voting
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Delaware Supreme Court Guidance on ADR Provisions to Resolve Earnout Disputes—Stillfront
In Fortis Advisors v. Stillfront (Feb. 13, 2026), the Delaware Supreme Court held that an alternative dispute resolution (ADR) provision in a merger agreement, which called for an independent accounting firm to resolve disputes relating to “calculation of the earnout amount” payable by the buyer, permitted resolution by the accounting firm of claims that the buyer had […]
Click here to read the complete postMeasuring CEO Pay-for-Performance: Demonstrating Alignment with Shareholder Outcomes
Introduction: Why Pay-for-Performance Remains Contested Demonstrating that executive compensation is meaningfully aligned with company performance and the shareholder experience remains one of the most important, and most debated, issues in U.S. executive pay decision-making and corporate governance in general. While boards, investors, executives, and proxy advisors broadly agree on the principle of “pay for performance,” […]
Click here to read the complete postLitigated Off-Channel Communications Charge Survives Motion to Dismiss: Where Are We on Books and Records?
In SEC v. Arete Wealth Management LLC, a federal judge in the Northern District of Illinois recently refused to dismiss off-channel communications claims in an SEC case accusing the defendants of engaging in securities fraud. [1] Although the court dismissed certain aspects of the SEC’s fraud claims, it rejected arguments that the SEC’s books-and-records rule […]
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Posted in Practitioner Publications
Tagged Arete, Commission, SEC, SEC v. Arete Wealth Management LLC
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Proxies in Uncharted Waters: 2026 U.S. Proxy Season Preview
The corporate governance landscape is undergoing unprecedented changes. In the 2026 season, boards are heading into uncharted territory, with long-held governance norms upended, paradigm shifts challenging conventional wisdom, and changing investor priorities resulting in diverging definitions of “accepted best practice.” At the same time, AI is disrupting not only company operations but also the entire […]
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Posted in Practitioner Publications
Tagged AI, Corporate Goverance, Proxy season, SEC
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ESG Investing in a Fragmented US Regulatory Landscape
Environmental, social, and governance (ESG) investing in the United States remains at the center of a sustained legal and regulatory debate. That debate is not confined to a single forum or authority. Rather, it is playing out simultaneously across federal agencies, the US Congress, courts, and, critically, states. For asset managers, institutional investors, sponsors, and […]
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Posted in Practitioner Publications
Tagged Congress, ESG, Institutional Investment, Regulatory
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Impact of Tariffs on 2025 and 2026 Incentives
Introduction The impact of tariffs and potential tariff refunds will require companies to closely examine 2025 and 2026 incentive plan payouts to ensure fairness to management and shareholders. The unfortunate timing of both the imposition of new tariffs in 2025 and the possibility of a tariff refund—should the Supreme Court determine the new tariffs were […]
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Posted in Practitioner Publications
Tagged IEEPA, Incentives, Supreme Court, Tariffs
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Pause, Pivot, Pressure
2025 offered a reminder, to boards and investors alike, that shareholder activism does not move in a straight line. Market volatility, best exemplified by the second-quarter turmoil surrounding “Liberation Day,” prompted many activists to pause or recalibrate. Engagement rebounded with force in the second half of the year, a period marked by the speed with […]
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Posted in Practitioner Publications
Tagged Board of Directors, M&A, Russell 3000, Tariffs
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The 2025 Activist Watchlist
Each year, Diligent Market Intelligence (DMI) creates a ranking of the most prolific activists over the past year, based on the quantity and size of their activist investments, comprehensively derived from the DMI database. The following categories have been used to create a points-based ranking of each activist for this year’s list: number of companies […]
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Posted in Practitioner Publications
Tagged Activists, CEOs, Corporate Goverance, Shareholders
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Winter 2026 ESG Investing Quarterly Update
This update summarizes key recent developments regarding legislative, regulatory, litigation, and enforcement updates related to environmental, social, and governance (ESG), with a particular focus on federal agency enforcement trends and executive orders, state proxy voting and disclosure laws, and climate initiative updates. ESG investing continues to be subject to political attention, with related regulatory and […]
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