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Program on Corporate Governance Advisory Board
- Peter Atkins
- David Bell
- Kerry E. Berchem
- Richard Brand
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- Paul Choi
- Jesse Cohn
- Arthur B. Crozier Christine Davine
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
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HLS Faculty & Senior Fellows
Author Archives: Tarik Samman
The Future of Board Diversity Disclosures
The current proxy season presents new challenges and opportunities for U.S. companies as they face shifting expectations regarding board diversity. There are a number of notable developments. The Fifth Circuit Court of Appeals decision to vacate the Nasdaq diversity rules, which required Nasdaq-listed companies to disclose board diversity statistics and have a minimum number of […]
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Posted in Practitioner Publications
Tagged Board of Directors, dei, Fifth Circuit, Proxy season
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How DEI Shareholder Proposals Are Faring in 2025
What You Need To Know Total anti-DEI proposals submitted for the 2025 proxy season have surpassed pro-DEI proposals. Total pro-DEI proposals for 2025 appear to be on pace to finish below the 2024 proxy season totals, based on early data. Total anti-DEI proposals for 2025 have already surpassed the 2024 proxy season totals. Pro-DEI proposals […]
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Posted in Practitioner Publications
Tagged Anti-DEI, dei, Proxy season, Shareholders
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Shareholder Engagement on Compensation Matters: Special Time-Sensitive Complications for the 2025 Proxy Season
As most public companies know, shareholder outreach is often an important part of the playbook when a company is seeking approval of compensation-related proposals at an annual meeting. A company may engage with shareholders proactively ahead of a compensation-related proposal or in response to a negative recommendation from proxy advisory firms. In addition to engagement […]
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Posted in Practitioner Publications
Tagged Board of Directors, Proxy season, SEC, shareholder engagement
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Weekly Roundup: March 14-20, 2025
Activism in the 2024 Proxy Season and Implications for 2025 Posted by Neil Whoriskey, Dean Sattler, and Scott Golenbock, Milbank LLP, on Friday, March 14, 2025 Tags: Activism, Proxy season, SEC, Shareholder activism 2025 Proxy Season Trends: The Pendulum Swings Toward Management Posted by Arthur B. Crozier, Gabrielle E. Wolf, and Jonathan L. Kovacs, Innisfree […]
Click here to read the complete postProxy Landscape – “The Times They are A-Changin”
I. Overview As suggested by the musician Bob Dylan, in the Proxy field, the times are changing. This installment aims to address some of those changes and, perhaps more importantly, implications for those connected to the corporate proxy space and the implications for this proxy season. Our view is simple, and that is that most […]
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Posted in Practitioner Publications
Tagged anti-ESG, dei, ESG, Proxy season
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ESG: A Panacea for Market Power?
In our paper “ESG: A panacea for market power?,” now published in the Journal of Financial Economics, we investigate a fundamental question: What happens when firms credibly pledge to treating stakeholders better than market conditions would dictate? Consider these common examples: Firms pledge generous compensation and favorable working conditions for employees. Companies pledge environmental stewardship […]
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Posted in Academic Research
Tagged Corporate governance, ESG, Labor markets, Stakeholders
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Audit Committees Face Significant New Compliance Oversight Pressures
New policy initiatives from the Trump administration, and the turbulence with which they have been introduced, combine to present board audit committees with unexpected new compliance oversight pressures. Every new administration has the right to institute its own policies with respect to legal and regulatory enforcement, and the Trump administration is no different in that […]
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Posted in Uncategorized
Tagged Audit committee, Donald Trump, FCPA, U.S. Department of Justice (DOJ)
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2025 U.S. Proxy Season Preview: Navigating Complexity in a Changed World
Corporate Boards find themselves in a changed world this proxy season. The tide of shareholder and regulatory pressure on corporations to disclose and take action on environmental and social causes has subsided, while a wave of new risks ranging from new technology to geopolitical tension and potential trade wars disrupts the market. Every week seems […]
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Posted in Practitioner Publications
Tagged Board of Directors, dei, ESG, SEC
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Opening Delaware’s Black Box of Attorneys’ Fees
Anyone following the recent legislative battles in Delaware would be justified in thinking that there is only a single set of proposed reforms to Delaware stockholder litigation pending in the General Assembly. Senate Bill 21, which addresses transactions in which directors, officers, or controlling stockholders have a financial interest, has dominated recent news headlines coming […]
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Posted in Academic Research, Delaware Law Series
Tagged corporate law, delaware, Delaware Court of Chancery, Delaware Senate Bill 21
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Implications of the SEC’s Stance that Meme Coins are not Securities
In this statement, the SEC staff took the position that typical meme coins — a category of crypto assets inspired by internet memes, pop culture, or trending jokes — do not constitute “securities” under federal law. In the view of the Division, transactions in these meme coins need not be registered under the Securities Act […]
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Posted in Practitioner Publications
Tagged CFTC, Crypto Assets, Meme Coins, SEC
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