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Program on Corporate Governance Advisory Board
- Peter Atkins
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HLS Faculty & Senior Fellows
Author Archives: Tarik Samman
Response: The Limits of ESG in Assessing Nonprofit Control
We appreciate Schröder and Thomsen’s thoughtful response and valuable empirical study exploring ESG performance among foundation-owned firms. This topic is timely, as nonprofit control is under stress both in the U.S., with the ongoing governance debate surrounding OpenAI, and in Europe, with recent turmoil at Novo Nordisk—one of the world’s leading pharmaceutical companies and arguably […]
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Posted in Academic Research
Tagged company mission, Corporate Social Responsibility, ESG, Foundation-Owned Firms, Nonprofit Governance
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Caremark’s Politics
How and why do corporate rules evolve? Delaware is the unquestioned jurisdiction of choice for most publicly traded US corporations. And since the decision of where to incorporate belongs to corporate insiders, one might attribute Delaware’s market dominance to a corporate law that caters to their needs. According to this view, Delaware corporate law habitually […]
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Posted in Academic Research, Delaware Law Series
Tagged Caremark, Corporate Social Responsibility, Delaware law, noemail, Shareholder activism
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Midyear Observations on the 2025 Board Agenda
Disruption, volatility, and uncertainty aren’t new operating conditions by any means. But the assumptions that have long driven corporate thinking—the role of government, geopolitical norms, and consistency in US policies as administrations change, and the speed of technological advances—are being upended. Few business leaders have experienced the scope, complexity, and combination of issues companies are […]
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Posted in Practitioner Publications
Tagged AI, board agenda, corporate strategy, Economic Outlook, Geopolitical
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Corporate Actions as Moral Issues
In recent years, a growing body of research in finance and economics has explored how nonpecuniary preferences—moral, ethical, or social concerns that are not directly tied to financial returns—shape the decisions of investors, consumers, and managers. Much of this work has focused on environmental, social, and governance (ESG) considerations and has reinvigorated the broader […]
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Posted in Academic Research
Tagged CEO compensation, Corporate ethics, ESG, stakeholder capitalism
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Recent Developments for Directors
Delaware Legislature Acts to Stop Corporate Exodus In an effort to reverse corporate departures from Delaware, its state legislature amended the Delaware General Corporation Law to overturn multiple Chancery Court decisions. Notably, the amendments: limit controlling stockholder liability by excluding any stockholder or group that owns less than a third of a company’s voting power […]
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Posted in Practitioner Publications
Tagged Climate Disclosure, Delaware law, EDGAR, Shareholder activism, Tariffs
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CEO Pay Study
The corner offices of corporate America are home to some of the most influential executives in business today, notably chief executive officers (CEOs). The CEO’s position is the most pivotal for any corporation, driving strategy and financial growth, particularly during periods of uncertainty and transition. The leadership and steady guidance of top-performing CEOs often come […]
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Posted in Practitioner Publications, Uncategorized
Tagged CEO, CEO compensation, CEO Pay
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Weekly Roundup: May 30-June 5, 2025
Investor Views on AI Oversight: What Do Proxy Votes Tell Us? Posted by Lindsey Stewart and River Meng, Morningstar, Inc., on Friday, May 30, 2025 Tags: AI, ESG, Proxy voting, Shareholders Chancery Court Dismisses Challenge to Removal of Tag-Along Rights in Healthcare Merger Posted by Frank J. Favia Jr. and Jonathan A. Dhanawade, Mayer Brown […]
Click here to read the complete postWhat Newly Amended DGCL §144 Says (and Does Not Say) about Controlling Stockholder Transactions
After a pitched battle, Delaware’s SB21 amended DGCL § 144 and became effective on March 25, 2025. As the rhetoric recedes, we should leave the battle over its enactment behind us and look to the future: What does amended DGCL § 144 now say about controlling stockholder transactions? And to what extent does it change […]
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Posted in Academic Research, Delaware Law Series
Tagged Board of Directors, DGCL, MFW, Stockholder
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Court Finds Up-C Reorganization Claim Derivative
On April 10, 2025, the Delaware Court of Chancery granted a motion to dismiss in a breach of fiduciary duty action arising from BGC’s conversion from an Up-C corporation to a traditional full C corporation. While multiple fiduciary duty cases involving Up-C reorganizations have been filed recently in the Delaware Court of Chancery, very few have been dismissed […]
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Posted in Delaware Law Series, Practitioner Publications
Tagged Delaware cases, Delaware Court of Chancery, derivative litigation, fiduciary duty
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Why Women CEOs Leave Sooner – and How Boards Can Help All CEOs Thrive
Women CEOs’ tenures are, on average, three years shorter than men’s. Why? Russell Reynolds Associates has reported extensively on the common obstacles many women leaders face on their journeys to the top. Yet these obstacles don’t disappear once women make it there. This is perhaps best illustrated by data from RRA’s CEO Turnover Index, which found that, since […]
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Posted in Practitioner Publications
Tagged Board of Directors, CEOs, women, Women CEOs
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