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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
Delaware Supreme Court Reaffirms Protection of Arm’s-Length Bargaining
On June 17, 2025, the Delaware Supreme Court reversed a post-trial finding of aiding and abetting liability against a third-party arm’s-length buyer. In doing so, the court built upon another recent decision and reaffirmed its commitment to protecting arm’s-length bargaining by requiring “actual knowledge” of wrongful conduct and substantial active assistance of such conduct to prove liability […]
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Posted in Delaware Law Series, Practitioner Publications
Tagged Aiding and Abetting Liability, Arm's Length Transactions, Delaware articles, Fiduciary duties, M&A
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An Ode to Robert Monks
The corporate governance community lost one its most significant and influential members on April 29, 2025. The passing of Robert Monks was a sad but important event that must be noted. Very few of us can claim a substantial impact on the broader communities in which we live. Even fewer can be said to have […]
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Posted in Tribute
Tagged Accountability, fiduciary duty, Proxy Advisor, Shareholder activism
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Tribute to Bob Monks
I was eight months pregnant with my second child in December of 1985 when Bob Monks offered me a job as the first general counsel, and the fourth person on staff at Institutional Shareholder Services (ISS). We had met when he was working for then-Vice President George H.W. Bush and I was working at the […]
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Posted in Tribute
Tagged Accountability, fiduciary duty, Proxy Advisor, Shareholder activism
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Remarks by Commissioner Uyeda at the Executive Compensation Roundtable
Thank you, Chairman Atkins, for convening today’s roundtable. I look forward to engaging in a dialogue with panelists and commenters on whether the executive compensation disclosure framework can be improved. Already, the Commission has received a number of public comment letters on executive compensation, which I found helpful in preparation for today’s roundtable. At the […]
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Posted in Uncategorized
Tagged CEOs, Dodd-Frank, Executive Compensation, Regulations
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Remarks by Chair Atkins at the Executive Compensation Roundtable
Good afternoon. Welcome to all of you attending in person or watching and listening online to today’s roundtable on executive compensation. I thank the very distinguished group of moderators and panelists who have assembled here today for volunteering their time to contribute their thoughts on this important topic. As one of the enumerated disclosure items […]
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Posted in Practitioner Publications
Tagged Compensation disclosure, Executive Compensation, Regulation S-K, securities act of 1933
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Remarks by Commissioner Crenshaw at the Executive Compensation Roundtable
Good afternoon. I’m sorry that I can’t be with you for today’s roundtables, which I’m certain will generate some thought-provoking ideas and conversations. Executive compensation never fails to be a hot topic. It is an issue consistently and prominently invoked in discussions of corporate responsibility and governance. And, it stands out among those topics that […]
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Posted in Practitioner Publications
Tagged Board of Directors, Executive Compensation, Say on pay, securities act of 1933
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Weekly Roundup: June 20-26, 2025
Disclosure Trends From the 2024 Reporting Season Posted by Christine Mazor and Doug Rand, Deloitte LLP, on Friday, June 20, 2025 Tags: AI, Cybersecurity, Executive Compensation, Financial reporting, Sustainability SEC Considers Narrowing Foreign Private Issuer Definition Posted by Helena Grannis, Jorge Juantorena, and Sebastian Sperber, Cleary Gottlieb Steen & Hamilton LLP, on Saturday, June 21, […]
Click here to read the complete postInvestment Stewardship 2024 Annual Report
Investment Stewardship program Vanguard’s Investment Stewardship program has a clear mandate to safeguard and promote long-term shareholder returns on behalf of the Vanguard-advised funds and their investors. We carry out this mandate by promoting corporate governance practices associated with long-term shareholder returns at the companies in which the funds invest, without directing the strategy and […]
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Posted in Practitioner Publications
Tagged Board of Directors, executive pay, Investment Stewardship, Shareholders
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The Costs of Weakening Shareholder Primacy: Evidence from a U.S. Quasi-Natural Experiment
There is much debate about whether corporate governance should follow the doctrine of shareholder primacy or stakeholder theory. With shareholder primacy, directors and officers owe their fiduciary duties primarily to shareholders. Under this view, the central obligation of directors and officers is to maximize shareholder wealth. To enforce this objective, shareholders rely on a range […]
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Posted in Academic Research
Tagged Agency costs, ESG, Nevada, Shareholder primacy, Stakeholder
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Tariffs and Transparency: Navigating Investor Expectations on Executive Pay Changes
The U.S. “Liberation Day” announcement on April 2, 2025, introducing broad global tariffs, followed by pauses, adjustments and international agreements, has sparked significant market volatility. While recent trade agreements have tempered initial concerns, ongoing negotiations and administration positions, including those on regional tariffs and tariff related price hikes, signal continued uncertainty. In this environment, visibility […]
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Posted in Practitioner Publications
Tagged Executive Compensation, Proxy Advisor, Say on pay, Tariffs
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