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Program on Corporate Governance Advisory Board
- Peter Atkins
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HLS Faculty & Senior Fellows
Author Archives: Tarik Samman
Navigating 11th Hour Guidance on Board DE&I
Over the past few weeks, the landscape of board diversity, equity, and inclusion (DE&I) has been in a state of flux, driven by evolving expectations from proxy advisors and institutional investors that appear to be driven by the deluge of new Executive Orders, legal challenges to those Executive Orders, and shifting rules from the Department […]
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Posted in Practitioner Publications
Tagged Board of Directors, dei, Proxy advisors, U.S. Department of Justice (DOJ)
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Delaware Enacts Important Corporate Law Reforms
New Law Provides Statutory Clarity for Directors, Officers, and Stockholders SUMMARY OF NEW DGCL AMENDMENTS On March 25, 2025, Delaware Governor Matt Meyer signed into law Substitute 1 to Senate Bill 21 (“SB 21”) after both houses of the General Assembly swiftly passed the bill to stem the tide of announced redomestications to other states. […]
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Posted in Delaware Law Series, Practitioner Publications
Tagged Corporate governance, corporate law, Delaware law, DGCL
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2025 Proxy Season Preview: A New Paradigm for Investment Stewardship
The flurry of activity coming out of the Trump Administration is ushering in a new paradigm for investment stewardship of environmental, social and governance (ESG) considerations. Over the course of a few weeks in February 2025, the SEC issued significant new guidance on topics ranging from shareholder proposals to investor engagement and communication. In some […]
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Posted in Practitioner Publications
Tagged ESG, Institutional Investors, Investment Stewardship, Proxy season, Proxy voting, Shareholder activism, Shareholder proposals
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The Lessons of Michael C. Jensen
From the 1950s to the middle of the 1970s, a few scholars built the foundations for a new field of scholarship, the field of financial economics. Michael C. Jensen, who died last April, is one of these scholars. He has the distinction of having written the most highly cited paper in financial economics. This paper […]
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Posted in Academic Research
Tagged academia, financial economics, Michael C. Jensen
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Responding to Stealth Dual-Class Stock
In August of last year, we published a post detailing examples of stealth-dual class structures. These structures can deliver substantially similar entrenchment mechanisms to traditional dual-class stock without creating multiple classes of common stock or adopting widely understood anti-takeover devices such as poison pills. CII has adopted the following amendments to its policies on corporate […]
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Posted in Practitioner Publications
Tagged Board of Directors, Dual-class stock, IPOs, Voting Rights
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Understanding and Managing Legal Risk in Corporate DEI
Rapid legal developments in the US related to diversity, equity & inclusion (DEI) practices, programs, and policies require continuous monitoring to ensure companies have accurate, up-to-date information regarding compliance and evolving regulatory standards. As the legal landscape develops in this area, companies are identifying and evaluating the specifics of their existing programs to determine compliance […]
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Posted in Practitioner Publications
Tagged dei, discrimination, Diversity, Executive Orders
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“Under Pressure”: Walking the Fine Line of Section 13(d) Passive Investor Status
On February 11, 2025, the staff of the Division of Corporation Finance (“Staff”) of the U.S. Securities and Exchange Commission (“SEC” or the “Commission”) issued new and updated Compliance and Disclosure Interpretations on Regulation 13D-G (“C&DIs”) that address the circumstances under which a shareholder’s engagement with an issuer’s management would cause the shareholder to hold securities […]
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Posted in Practitioner Publications
Tagged 13D-G, C&DIs, Compliance and Disclosure Interpretations (CDIs), Schedule 13G, SEC
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Early Filers: Bonuses Up Amid Flat Financial Performance
Key Findings Performance: 2024 median financial performance – as measured by revenue, earnings before interest and taxes (EBIT), and earnings per share (EPS) – was generally flat and consistent with 2023 performance. In 2024, median revenue grew slightly (+1.6%), EBIT grew modestly (+3.9%) and EPS was flat (0.0%). One-year total shareholder return (TSR) was up […]
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Posted in Practitioner Publications
Tagged Board of Directors, CEOs, Executive Compensation, Pay for performance
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Scope, Scale, and Concentration: A New Perspective on the 21st-Century Firm
The Evolution of Firm Scope and Measurement Challenges Recent discussions on corporate concentration have relied on traditional industry classifications that often fail to capture the evolving nature of firm scope and competition. Historically, firm scope has been measured using Compustat segment data, which relies on broad industry classifications and managerial reporting discretion. However, this traditional […]
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Posted in Academic Research
Tagged concentration, Mergers, Scale of firms, Scope
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