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HLS Faculty & Senior Fellows
Author Archives: Tarik Samman
Weekly Roundup: May 9-15, 2025
Remarks by Commissioner Peirce at the SEC’s 31st International Institute for Securities Market Growth and Development Posted by Hester M. Peirce, U.S. Securities and Exchange Commission, on Friday, May 9, 2025 Tags: Capital markets, DLT, regulation, SEC Ransomware and the Board’s Role: What You Need to Know Posted by Ray Garcia, Matt Gorham, and John […]
Click here to read the complete postUnpacking the Differences in Relative TSR Design
Relative TSR has been one of the most popular long-term incentive plan metrics since the accelerated adoption of performance-based equity plans in the Say on Pay era. In periods of higher volatility, companies are more likely to adopt relative metrics of any kind, but most commonly relative TSR, due to the difficulty of making accurate […]
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Posted in Practitioner Publications
Tagged Corporate governance, incentive plans, Russell 3000, TSR
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The Delaware Courts’ Multi-Factor Approach to Attorneys’ Fees Is No “Black Box”: A Response to Professors Pritchard and Erickson
Professors Adam C. Pritchard and Jessica M. Erickson recently posted Opening Delaware’s Black Box of Attorneys’ Fees (“Black Box”) , stating that fee awards in the Delaware courts are based on “judges’ intuition [that] creates a black box that only the judges themselves can understand.” My forty-seven years of experience in corporate litigation in the […]
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Posted in Delaware Law Series, Practitioner Publications
Tagged delaware, Delaware cases, Delaware Court of Chancery, Delaware Supreme Court
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Capital Markets & Governance Insights: SEC Developments
SEC Climate Disclosure Rule Developments In early March 2024, the Securities and Exchange Commission (SEC) adopted rules to enhance and standardize climate-related disclosures by public companies and in public offerings. Less than a month later, the SEC voluntarily stayed the application of those rules pending completion of judicial review by the Eighth Circuit. That stay […]
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Posted in Uncategorized
Tagged Climate Disclosure, Crypto Task Force, Rule 506, SEC
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Letter Regarding the Hearing on ‘Exposing the Proxy Advisory Cartel: How ISS & Glass Lewis Influence Markets
The International Corporate Governance Network (ICGN) would like to offer its perspective to the Subcommittee on Capital Markets on the role and influence of proxy advisory firms, ahead of the hearing taking place on 29 April on this topic. We would appreciate it if you would add our letter to the official record. Led by […]
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Posted in Practitioner Publications
Tagged Glass Lewis, ISS, Proxy advisors, Proxy advisory
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Navigating M&A Transactions Amidst Trump’s Tariffs: Five Legal Issues to Consider
The introduction of tariffs under the Trump Administration—and their subsequent partial (yet perhaps temporary) rollback—has added a new layer of complexity and a great deal of uncertainty to the high-stakes world of M&A transactions, as the market enters what is likely to be a challenging second quarter. There are several key practical issues that legal […]
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Posted in Practitioner Publications
Tagged Corporate governance, Donald Trump, M&A, Tariffs
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Misinformation and Disinformation in the Digital Age: A Rising Risk for Business and Investors
In an era of rapidly evolving digital technologies, information integrity has become a growing concern. Current threats include “misinformation,” defined as inaccurate information shared without the intent to cause harm; and “disinformation,” inaccurate information deliberately disseminated with the purpose of deceiving audiences and doing harm. According to the World Economic Forum’s Global Risks Report 2025, survey respondents […]
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Posted in Practitioner Publications
Tagged Artificial intelligence, Disinformation, ESG, Misinformation, Risks
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Is It Really About Purpose? Uncovering the Economics Behind Nonprofit Ownership
Nonprofit control of business enterprises is a long-standing feature of the European corporate landscape (Hansmann & Thomsen, 2021; Sanders & Thomsen, 2023). Household names like Novo Nordisk, Carlsberg, and Rolex are controlled by nonprofit foundations—a structure that ensures continuity and long-term orientation, though not always for the reasons many might think. More recently, this model […]
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Posted in Academic Research
Tagged Nonprofits, OpenAI, Shareholders, Stakeholders
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Five Ways Public Companies Can Prepare for Shareholder Activism in Times of Turbulence
As public companies navigate a landscape marked by rapid and substantial market volatility, regulatory uncertainty and geopolitical shifts, there is growing concern inside boardrooms that these same factors may increase vulnerability to a more familiar threat: shareholder activism. Whether or not catalyzed by this uncertainty, activists remain persistent. Through the first few months of 2025, […]
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Posted in Practitioner Publications
Tagged Board of Directors, Public Companies, SEC, Shareholder activism
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