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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
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- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Tarik Samman
From Opposition to Action: S&P 500 Company Responses to Unfavorable ISS Say on Pay Recommendations
In our previous Viewpoint, “Recap of the 2024 Say on Pay Season,” we discussed the historically low rate of Institutional Shareholder Services (ISS) opposition to Say on Pay (SOP) proposals at S&P 500 companies in 2024. In our follow-up Viewpoint, “Record Low ISS S&P 500 Say on Pay Opposition: The Trends Behind the Decline,” we […]
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Posted in Practitioner Publications
Tagged ISS, S&P 500, Say on pay, Shareholders
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Staggered Board Shenanigans at Phillips 66
Staggered terms for corporate directors, long a source of debate in corporate governance circles, have again moved from the wings to center stage thanks to a heated proxy contest launched by activist investor Elliott Investment Management L.P. for seats on the board of directors of oil giant Phillips 66. Funds managed by Elliott have a […]
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Posted in Academic Research
Tagged Board of Directors, Corporate governance, Shareholder proposals, Shareholder voting
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Controller’s Breach of Fiduciary Duties Leads To Novel Remedy
Vice Chancellor Laster’s opinion in In re Dura Medic Holdings, Inc. is a helpful reminder of potentially bespoke equitable remedies available for breaches of fiduciary duties. The case involved claims brought by a co-founder of Dura Medic, Inc. (“Dura Medic” or “Company”) against affiliates of Comvest, a private equity backer that acquired Dura Medic in 2018 […]
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Posted in Practitioner Publications
Tagged corporate law, Delaware cases, Delaware Court of Chancery, Fiduciary duties
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The Democratization of Investing: Expanding Prosperity in More Places, for More People
I hear it from nearly every client, nearly every leader—nearly every person—I talk to: They’re more anxious about the economy than any time in recent memory. I understand why. But we have lived through moments like this before. And somehow, in the long run, we figure things out. Humans are smart, resilient creatures, and we […]
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Posted in Practitioner Publications
Tagged BlackRock, Capital markets, Democratization, investors
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Private Equity and Stockholder Agreements: Empirical Insights for the Moelis Debate
In 2024, the landmark Moelis opinion from the Delaware Court of Chancery invalidated certain contractual control provisions that allowed insider stockholders to override a board’s statutory role. This decision sparked intense debate over the ways in which insider stockholders should be allowed to control corporations and their boards of directors. The Delaware legislature quickly enacted […]
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Posted in Academic Research
Tagged corporate law, Delaware cases, Delaware law, moelis
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Chancery Finds Two 2-Year Non-Competes Unenforceable in Business Sale and Investment
In Cleveland Integrity Services v. Byers (Feb. 28, 2025), the Court of Chancery held that a non-compete provision entered into in connection with the sale of an oil and gas pipeline inspection company was unenforceable as it was overbroad. The non-compete restricted the executive from competing with the company, anywhere in North America, for two years following […]
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Posted in Delaware Law Series, Practitioner Publications
Tagged corporate law, Delaware cases, Delaware corporation, Delaware Court of Chancery
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Regulatory Shifts in ESG: What Comes Next for Companies?
The environmental, social & governance (ESG) regulatory landscape is increasingly fragmented, with federal climate disclosure rules stalled in the US, while state-level mandates gain momentum and EU regulations face uncertainty. This report analyzes the major US and international ESG disclosure regulations on corporate radars in 2025 and shares practical recommendations for governance and compliance. Key […]
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Posted in Practitioner Publications
Tagged anti-ESG, disclosures, ESG, EU
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Redefining the CEO’s Role for the Next Generation
More than 1,800 US CEOs departed their roles in 2024, according to Challenger, Gray & Christmas, which was the highest annual amount since the firm started keeping such records. Although the average tenure of the CEOs who departed in 2024 was approximately12 years, the average tenure of active CEOs is slightly more than 5 years, […]
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Posted in Practitioner Publications
Tagged Board of Directors, CEOs, Corporate governance, Executive Compensation
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Weekly Roundup: April 4-11, 2025
Equity Grant Disclosure Insights Posted by Neil McCarthy, James Palmiter, and G. Michael Weiksner, DragonGC, on Friday, April 4, 2025 Tags: Disclosure, equity, MNPI, SEC Reporting Portfolio Emissions By Asset Managers Posted by Patricia Volhard, John Young, and Ulysses Smith, Debevoise & Plimpton LLP, on Saturday, April 5, 2025 Tags: Asset Managers, Climate, emissions, GHG […]
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