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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
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Tarik Samman
EU Parliament Votes To Delay Implementation of Sustainability Reporting and Due Diligence Obligations
On 3 April 2025, the European Parliament overwhelmingly voted to delay the implementation of the EU Corporate Sustainability Reporting Directive (CSRD) and the Corporate Sustainability Due Diligence Directive (CS3D). The approval of the European Parliament, which followed the endorsement of the European Council on 26 March 2025, effectively stops the clock on, and delays, the […]
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Posted in Practitioner Publications
Tagged corporate sustainability, CS3D, CSRD, EU
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First Circuit Vacates Summary Judgment Award and $93 Million Order in Revenue Sharing Case
On April 1, 2025, the United States Court of Appeals for the First Circuit overturned a $93 million judgment issued against Commonwealth Financial Network (“Commonwealth”) nearly one year ago in a case by the Securities and Exchange Commission (“SEC”) concerning alleged failures to adequately disclose revenue sharing payments.[1] A three-judge panel has remanded the case […]
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Posted in Practitioner Publications
Tagged Court of Appeals, Revenue Sharing, SEC, U.S. District Court
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AI Readiness: The Four Steps CEOs Need to Take to Build AI-Powered Organizations
In an era where artificial intelligence is redefining the foundations of business and society, leadership itself must transform. We stand at the precipice of the most significant technological revolution in modern history—one that will separate organizations that thrive from those that survive. The stakes are clear: our research found that 54% of leaders rate technological change […]
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Posted in Practitioner Publications
Tagged Artificial intelligence, Board of Directors, CEOs, Corporate governance
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Is Your Board Asking the Really Tough Questions about Risk?
Senior management has borne the brunt of criticism in recent memory in high-profile cases involving risk management and internal control failures. While management failures often are at the root cause of losses, penalties and reputational damage, boards of directors are increasingly being cited for significant risk governance failures. Substantial investments have been made in risk […]
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Posted in Practitioner Publications
Tagged Board of Directors, Cybersecurity, Management, Risks
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Weekly Roundup: April 11-17, 2025
Redefining the CEO’s Role for the Next Generation Posted by Bob Romanchek and Frank Carris, Meridian Compensation Partners, on Friday, April 11, 2025 Tags: Board of Directors, CEOs, Corporate governance, Executive Compensation Regulatory Shifts in ESG: What Comes Next for Companies? Posted by Matteo Tonello, The Conference Board, Inc., on Saturday, April 12, 2025 Tags: […]
Click here to read the complete postDueling DEI Proposals Put Boeing Between a Rock and a Hard Place
Intense scrutiny regarding the role of environmental, social and governance (ESG) issues in proxy voting has only intensified in the wake of the Trump Administration’s executive orders on diversity, equity and inclusion (DEI). Meanwhile, a late shift in SEC guidance has injected uncertainty into the shareholder proposal exclusion process. Boeing’s upcoming annual meeting serves to illustrate the […]
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Posted in Practitioner Publications
Tagged Board of Directors, dei, ESG, Proxy voting
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Stakeholder Orientation and Accounting Conservatism: Evidence from State-Level Constituency Statutes
Key takeaways Adopting state-level constituency statutes is related to a significant decrease in accounting conservatism, especially for firms with greater agency conflicts between shareholders (represented by directors and managers) and nonfinancial stakeholders such as employees, customers, and suppliers. The state-level constituency statutes allow directors and managers to adopt direct mechanisms to protect stakeholder interests in […]
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Posted in Academic Research
Tagged Corporate governance, Firms, Shareholders, Stakeholders
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Chancery Orders Discovery Sanctions for COO-Director Over Personal Email Auto-Delete—Facebook
In In re Facebook, Inc. (Jan. 21, 2025), the Court of Chancery ordered sanctions against a Facebook Inc. director for discovery violations in connection with derivative litigation relating to the so-called Cambridge Analytica Sandal. (The scandal involved claims that Facebook had deceived its users by telling them that their information on Facebook could be kept private but […]
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Posted in Delaware Law Series, Practitioner Publications
Tagged COOs, Delaware Court of Chancery, ESI, Facebook
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Remarks by Commissioner Crenshaw at the 44th Annual SEC Small Business Forum
Good afternoon. It’s a pleasure to be here today. And it’s hard to imagine a more important week to focus on small businesses. It has never been easy to be a small business owner. But, after the whipsawing market events of last week, you could perhaps say there are few times in recent memory when […]
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Posted in Uncategorized
Tagged IPO, Public Companies, SEC, Small Business
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Court Upholds Legality of Poison Pills for Closed-End Funds but Limits Successive Plans
On March 28, 2025, the U.S. District Court for the Southern District of New York (SDNY) held that it was legal under the Investment Company Act of 1940 (1940 Act) for a closed-end fund to use a shareholder rights plan (colloquially known as a “poison pill”) to fend off a hedge fund seeking to take […]
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Posted in Practitioner Publications
Tagged District Court, Investment Company Act, Poison pills, Saba
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