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Program on Corporate Governance Advisory Board
- Peter Atkins
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- Renata J. Ferrari
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HLS Faculty & Senior Fellows
Author Archives: Tarik Samman
Strategic Governance of AI: A Roadmap for the Future
Introducing the Deloitte AI Governance Roadmap The Deloitte AI Governance Roadmap (“Roadmap”) is designed to help boards of directors (“boards”) understand their role and provide them with guiding questions to support effective oversight of AI. The Roadmap applies the Deloitte Governance Framework (“Framework”) to AI. The Framework, illustrated below, provides an end-to-end view of corporate […]
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Posted in Practitioner Publications
Tagged AI, Artificial intelligence, Board of Directors, Corporate governance
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Presentation of Arguments in a Brief of Current and Retired Practitioners and Professors as Amici Curiae in Support of Reversal of the Opinion of the Delaware Court of Chancery in In Re Tesla, Inc. Derivative Litigation
Tesla directors and stockholders ratified the stock-option incentive compensation contract between Tesla and Elon Musk twice, once in 2018 and again in 2024. Following each ratification, the Delaware Court of Chancery found flaws in the approval process, overrode both the shareholders and the board, and rescinded the compensation agreement. Following the second opinion, a group […]
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Posted in Academic Research, Delaware Law Series
Tagged Court of Chancery, delaware, Elon Musk, Shareholders, Tesla, Transactions
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2025 Say on Pay Reports
Say on Pay Results
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Posted in Practitioner Publications
Tagged Board of Directors, Proxy voting, Say on pay
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FÁCIL: Opening New Paths for the Capital Market in Brazil
All around the world, regulators are redesigning capital market frameworks to attract small and medium enterprises (SMEs), recognizing that public markets offer unique advantages for growth-stage companies, including superior price discovery, enhanced liquidity, greater financial statement comparability, and direct access to institutional capital. And yet, for many smaller businesses, this participation remains costly and complex. […]
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Posted in Practitioner Publications
Tagged Brazil, Brazilian Securities and Exchange Commission (CVM), Capital markets, FÁCIL
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A Guide for Boards Evaluating Conflicted Transactions Under the Amended Delaware Law
In perhaps one of the most significant revisions to the Delaware General Corporation Law (DGCL), on March 25, 2025, the governor signed into law amendments overhauling much of the state’s law relating to conflicted transactions between corporations and their directors, officers, and controlling stockholders. The amendments are part of a trend to lend certainty to […]
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Posted in Delaware Law Series, Practitioner Publications
Tagged Board of Directors, corporate law, delaware, stockholders
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Considerations in Proxy Disclosure
As companies prepare their proxy disclosures, ensuring transparency and clarity in executive compensation reporting remains a top priority. Investors expect well-structured disclosures that provide insight into board decisions, pay-for-performance alignment, and responsiveness to shareholder concerns. This update highlights three key areas in proxy disclosure with sample disclosure guidance on why this disclosure may be helpful […]
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Posted in Practitioner Publications
Tagged Board of Directors, Corporate governance, Proxy disclosure, Shareholders
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Skin in the Game: Does Outside Directors’ Equity-based Compensation Induce or Mitigate Stock Price Crash Risk?
Stock price crashes—sudden and extreme negative movements in share prices—pose serious threats to shareholder value and corporate reputations. While these events often appear unpredictable, a growing body of research links them to weak corporate governance, especially the failure to disclose bad news in a timely manner. Our recent study, Skin in the Game, sheds light […]
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Posted in Academic Research, Delaware Law Series
Tagged Board of Directors, delaware, Delaware cases, investors
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Riding Out the Storm – A Non-Exhaustive Punch List for Compensation in Volatile Times
During any period of business uncertainty, board and compensation committee members, executive management teams and human resources leaders will feel pressure to act quickly. A singular proven strategy underscored successful compensation decisions through both the 2008 financial crisis and the COVID-19 pandemic—zoom out far enough to see the full picture and act in a manner […]
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Posted in Practitioner Publications
Tagged Board of Directors, Compensation committees, Executives, Stock Price
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2024 Sustainable Fund Trends: Index ETFs Are the Silver Lining
Navigating global crosscurrents, total assets under management (AUM) in sustainable funds grew at high single-digit rates in 2024. Nevertheless, these growth rates represented a meaningful slowdown compared with prior years. The sustainable ETF category, which is 91% index-based, grew a healthy 19%, which was still below the growth in conventional ETFs. This report, a follow-up […]
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Posted in Practitioner Publications
Tagged ESG, ETFs, Mutual funds, Sustainability
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Are CEOs Overpaid?
This question has been debated by regulators, practitioners, and the media for at least the past 40 years. Pick up The Wall Street Journal, Forbes, or any of the world’s business press on a given day, and there is a decent chance that you will see a feature questioning whether CEOs of large companies deserve […]
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Posted in Academic Research
Tagged Board of Directors, CEO compensation, CEOs, Shareholders
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