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HLS Faculty & Senior Fellows
Author Archives: Tarik Samman
An Eras Tour of Delaware Law
In September 2024, the Journal of Corporation Law hosted a symposium in honor of the fiftieth anniversary of its founding. That happy event provided an opportunity for a keynote speech that looked back across the history of Delaware corporate law. A forthcoming article—An Eras Tour of Delaware Law—builds on those remarks. Since Delaware became a […]
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Posted in Academic Research, Delaware Law Series
Tagged corporate law, delaware, Delaware Court, Delaware law
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Nevada Amends Corporate Law to Attract Incorporations
What You Need To Know Nevada’s legislature recently adopted Assembly Bill No. 239, which provides for significant amendments to the Nevada Revised Statutes governing Nevada corporations. The amendments have been delivered to the Governor for signature. The amendments would, among other things, clarify the fiduciary duties of controlling stockholders, allow corporations to waive jury trials […]
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Posted in Practitioner Publications
Tagged corporate law, Delaware Court of Chancery, DGCL, Nevada
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Streamlining Sustainability Reporting: Survey Reveals Top Priorities for Corporates
Sustainability reporting has become widespread and increasingly complex, as corporate issuers manage stakeholder expectations, regulatory mandates, and alignment with multiple reporting frameworks. As they strive to meet these needs, sustainability reporting teams seek ways to standardize and streamline their approach, ensuring efficiency in data gathering, relevance, accuracy and traceability of sustainability information shared with stakeholders. […]
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Posted in Practitioner Publications
Tagged Corporate governance, corporate sustainability, Stakeholders, Sustainability
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The Value of Privacy and the Choice of Limited Partners by Venture Capitalists
Many venture capitalists view confidentiality as a core competitive advantage when investing in high-growth companies. They guard not only the sensitive information they obtain from startups, but also the prices they pay, the structure of their deals, and the proprietary strategies they use to find and evaluate investments. In our recent paper, The Value of […]
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Posted in Academic Research
Tagged Disclosure, FOIA, Funds of funds, Limited Partners, Public plans, Venture Capital
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What DOJ’s New Enforcement Plan Means for Health Care Companies
On May 12, 2025, the Head of the US Department of Justice’s Criminal Division, Matthew R. Galeotti (“Galeotti”), announced DOJ’s first ever White-Collar Enforcement Plan (the “Plan”), which directs prosecutors to: (1) focus on certain priority areas, including several areas directly impacting the health care and life sciences industries, as noted below; (2) conduct white-collar investigations […]
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Posted in Practitioner Publications
Tagged Corporate governance, FCA, U.S. Department of Justice (DOJ), Whistleblowers
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More and Better Options: Strengthening Long-Term CEO Succession Planning
CEO succession is a board’s most important responsibility. This is especially true today, as companies face a range of intense pressures, the reality of decreasing leadership preparedness across a wide range of rapidly-evolving business challenges, record CEO turnover, and nuanced governance trends—such as an anticipated increase of shareholder activism (particularly in the United States) and a new push-and-pull dynamic between […]
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Posted in Practitioner Publications
Tagged Board of Directors, C-suite, CEO succession, CEOs
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The Singular Role of Public Pension Funds in Corporate Governance
Among institutional investors, public pension funds hold a uniquely public and potent position. With over $5 trillion in assets under management, these funds influence corporate governance, ESG initiatives, and economic development far beyond their nominal mandate of managing the retirement money of public employees. Yet, the prevailing legal and policy framework is anchored in a […]
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Posted in Practitioner Publications
Tagged Board of Directors, Corporate governance, ESG, Public Pension
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A Playbook for Unplanned CEO Transitions
While boards of directors routinely engage in succession planning for the company’s chief executive, fewer have planned for a scenario in which the CEO dies, unexpectedly departs, or is temporarily or permanently incapacitated. If a board takes the time in advance to think through key issues, resolve some threshold questions for how an emergency CEO transition would be managed, and request that management consider […]
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Posted in Practitioner Publications
Tagged Board of Directors, CEOs, CLO, Corporate governance
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Making Sure Newly Cautious Shareholders Get the Information They Want
Key Points Revised guidance from the SEC regarding ownership reporting is making institutional investors circumspect about raising issues with management. Seeking to influence a company’s executive compensation, or its social, environmental or political policies, may disqualify a shareholder from filing short-form ownership reports. Companies need to respond proactively, anticipating major investors’ issues and information they […]
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Posted in Practitioner Publications
Tagged Executive Compensation, SEC, shareholder engagement, Shareholders
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Chancery Court Dismisses Challenge to Removal of Tag-Along Rights in Healthcare Merger
A recent Delaware Chancery Court decision provides important guidance for private equity sponsors, minority investors, and deal professionals regarding the enforceability of contractual waivers and the limits of the implied covenant of good faith and fair dealing in LLC agreements. The court’s ruling underscores the primacy of contract terms in LLC governance, and the limited […]
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Posted in Delaware Law Series, Practitioner Publications
Tagged Delaware Court of Chancery, Delaware law, Merger, Private equity
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