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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
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- Jason M. Halper William P. Mills
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- Theodore Mirvis
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- Marc Trevino Jonathan Watkins
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Tarik Samman
Changes in Delaware Corporate Law: A D&O Liability and Insurance Perspective
On March 25, 2025, Delaware adopted Senate Bill 21 (SB 21) into law, modifying provisions of the state’s corporate laws to lessen stockholders’ rights relative to claims involving controlling stockholders, particularly as they relate to purportedly conflicted transactions. For some time, states such as Nevada and Texas have attempted to lure corporations by developing even […]
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Posted in Delaware Law Series, Practitioner Publications
Tagged delaware, Delaware Senate Bill 21, Shareholders, stockholders
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Executive Security Spending Shifts from Perk to Priority
The unfortunate incident involving Brian Thompson, the former Chief Executive Officer (CEO) of UnitedHealthCare, who was fatally shot in December 2024, has caused companies to reevaluate their security protocols. While it was once common for only high-profile executives to be accompanied by security detail, the tragic death of Mr. Thompson, who was without security at the time […]
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Posted in Practitioner Publications
Tagged CEOs, Corporate governance, Executive Compensation, proxy statements
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Barbarians at the Gate! The Fallacy of “Best Practices”
I. Facing the Visigoths “We need to push the barbarians back from the city gates!” -Ted Forstmann, referencing the 1988 takeover of RJR Nabisco Those involved in the hostile takeovers of the 1980’s were fighting for their livelihoods. As a result, they used the strongest possible terms to describe their opposition in an effort to […]
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Posted in Uncategorized
Tagged Board of Directors, CEOs, Corporate governance, Staggered Elections
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2025 Proxy Season Preview
Proxy voting has hopefully re-found its place as part of investment decision-making. As proxy voting comes back full circle, stewardship for long-term sustainable value creation is coming of age. SUMMARY Proxy voting has long been a fundamental shareholder right, long before “ESG” became a mainstream investment topic. Over the last decade, proxy voting has been […]
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Posted in Uncategorized
Tagged Board of Directors, ESG, Proxy voting, Shareholders
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Evolving Shareholder Engagement Landscape and Bespoke Compensation Design
In 2023, at what appeared to be the pinnacle of the ongoing struggle for companies to use customized compensation systems to drive strategy without incurring the wrath of the proxy advisory firms and governance community, I wrote about Bespoke vs. Homogenous Compensation Systems. This piece addressed the importance of regularly engaging with shareholders and how it […]
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Posted in Practitioner Publications
Tagged Corporate governance, Executive Compensation, Institutional Investors, shareholder engagement
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SEC Enforcement 2.0: Chairman Atkins Has Arrived
Paul Atkins has taken the reins of the US Securities and Exchange Commission (SEC). After being confirmed by the Senate on April 9, Atkins officially began his tenure as SEC Chairman on April 21. His arrival is expected to usher in a new era of enforcement, as a leaner and more streamlined organization continues to […]
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Posted in Practitioner Publications
Tagged Artificial intelligence, Crypto, enforcement, SEC
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Contract Rights and Control
In July 2024, Delaware adopted section 122(18) of the DGCL, significantly expanding corporate power to enter shareholder agreements that allocate board-level decision-making authority directly to shareholders. Just months later, in March 2025, the Delaware legislature enacted SB 21, which, among other high-profile reforms, introduced the state’s first statutory definition of a “controlling shareholder.” Together, these […]
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Posted in Academic Research, Delaware Law Series
Tagged delaware, Delaware cases, DGCL, moelis
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A First Look at a New California Bill That Would Impact GHG Emissions Disclosures
A new California bill (Senate Bill 285) – intended to, among other things, help the state achieve its 2045 carbon reduction goals by enabling it to better measure progress against its targets – was introduced in February by Josh Becker, a California State Senator from a district just to the south of San Francisco.
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Posted in Practitioner Publications
Tagged California, carbon emissions, Climate, GHG Disclosure
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The Evolving Landscape of DEI Shareholder Proposals
Shareholder engagement in diversity, equity & inclusion (DEI) is evolving in response to broader shifts in corporate governance, investor priorities, and political and legal scrutiny. This report examines recent trends in DEI-related shareholder proposals and early insights from the 2025 proxy season, including declining investor support for DEI initiatives, the rise—but limited success—of “anti-DEI” filings, […]
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Posted in Practitioner Publications
Tagged Anti-DEI, dei, Proxy season, Shareholder proposals
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Weekly Roundup: April 18-24, 2025
Is Your Board Asking the Really Tough Questions about Risk? Posted by Mark Sexton and Paul Feldman, FTI Consulting, on Friday, April 18, 2025 Tags: Board of Directors, Cybersecurity, Management, Risks AI Readiness: The Four Steps CEOs Need to Take to Build AI-Powered Organizations Posted by Tristan Jervis, Russell Reynolds Associates, on Saturday, April 19, […]
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