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Program on Corporate Governance Advisory Board
- William Ackman
- Peter Atkins
- David Bell
- Kerry E. Berchem
- Richard Brand
- Daniel Burch
- Paul Choi
- Jesse Cohn
- Arthur B. Crozier Christine Davine
- Renata J. Ferrari
- John Finley
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper
- Paul Hilal
- Carl Icahn William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
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HLS Faculty & Senior Fellows
Author Archives: Tarik Samman
Rewriting the Proxy Playbook: Trian Partners vs. Disney Case Study
Trian Partners’ campaign to wrest two board seats from The Walt Disney Company already stands as a proxy contest for the ages and will rewrite the playbook for many contested meetings in the years to come. In addition to the significant outreach to the institutional investors (“usual institutional suspects,”) the campaign required substantially increased retail […]
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Posted in Practitioner Publications
Tagged Disney, Proxy Contest, Proxy voting, Trian Partners
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Is 2024 past peak ESG?
Until recently, new ESG funds–both active and passive–seemingly flooded the U.S. (and global) markets to match investor demand. After years of ESG (and its alter-ego anti-ESG) being a part of the cultural zeitgeist, the trend has reversed. In the first half of 2024, the U.S. ESG market experienced net outflows of over $13 billion, on […]
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Posted in Uncategorized
Tagged disclosures, ESG, ESG Fund, SEC
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SEC Dismisses In-House Proceedings Against Accountants Following Jarkesy
In the wake of the U.S. Supreme Court’s recent Jarkesy decision, the U.S. Securities and Exchange Commission (“SEC”) dismissed two contested Rule 102(e) proceedings against accountants, suggesting that the agency believes these proceedings to be unconstitutional. The Supreme Court recently held in SEC v. Jarkesy that the SEC’s in-house administrative proceedings violate the Seventh Amendment’s right to jury trial […]
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Posted in Practitioner Publications
Tagged Rule 102(e), SEC, SEC v. Jarkesy, Supreme Court
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Are Fintechs Prepared for More Regulatory Scrutiny? Questions Fintech Boards Will Want To Ask
Key Points The 2024 elections may usher in laws and regulations that impact fintechs, making it important for management to identify the areas that present the greatest challenges and opportunities. As fintechs grow, they should consider whether they have all necessary licenses to operate and whether existing compliance and risk management infrastructure should be augmented […]
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Posted in Practitioner Publications
Tagged Board of Directors, Fintechs, Regulations, Risks
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Debt portability provides a lifeline for M&A
Portability isn’t a typical feature of loan documents, but in a market where refinancing remains expensive and at times tricky, stakeholders are exploring how portability terms can help maintain M&A activity Given that the debt and M&A markets can be challenging or a resetting of debt terms in the context of a refinancing can be […]
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Posted in Practitioner Publications
Tagged Debt, M&A, Market, Short-term
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Lying in Corporate Elections
We live in polarising times. The current political and cultural environment is arguably the most heated and controversial in decades. One of the most prominent victims of our era: the truth. As Mark Twain famously said; “A lie can travel half way around the world while the truth is putting on its shoes.” Political election […]
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Posted in Practitioner Publications
Tagged Elections, Proxy season, SEC, Shareholders
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Weekly Roundup: September 6-12, 2024
DExit Drivers: Is Delaware’s Dominance Threatened? Posted by Stephen M. Bainbridge (UCLA), on Friday, September 6, 2024 Tags: delaware, DExit Drivers, Nevada, Reincorporating A Deeper Look at the Scope, Impact, and Risks of Company Political Spending Posted by Bruce Freed and Jeanne Hanna, Center for Political Accountability, on Saturday, September 7, 2024 Tags: American Politics, […]
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In the last days of June and in July, the U.S. Securities and Exchange Commission (“SEC” or “Commission”) brought a number of new litigated actions across a broad swath of hot-button areas, including crypto and activist short selling. July also saw significant developments in the closely watched SolarWinds litigation, which has the potential to reshape […]
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Posted in Practitioner Publications
Tagged Activists, Crypto, FTX, SEC, SolarWinds
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Trade Agencies’ New Corporate Governance Toolkit
A novel form of corporate regulation is on the rise. The “trade police,” as my article calls them, are the front-line bureaucrats who enforce the laws surrounding cross-border business. Their efforts determine whether billions of dollars of goods and services enter or exit the United States, and, in the last five years, lawmakers have overhauled […]
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Posted in Academic Research
Tagged Corporate governance, Supply chain, Trade, Trade Police
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Delaware Decision Provides Guidance for Drafting Earnout Provisions
In Medal v. Beckett Collectibles (Aug. 22, 2024), the Delaware Court of Chancery, at the pleading stage of litigation, declined to dismiss claims that Beckett Collectibles, LLC, by failing to make certain earnout payments, breached the Stock Purchase Agreement pursuant to which it had acquired Due Dilly Trilly, Inc. (“DDT”). While the decision focused on a number […]
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Posted in Delaware Law Series, Practitioner Publications
Tagged DDT, Medal v. Beckett Collectibles, practices, SPA
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