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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
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- Jason M. Halper William P. Mills
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HLS Faculty & Senior Fellows
Author Archives: Tarik Samman
Activism in the 2024 Proxy Season and Implications for 2025
The 2024 proxy season was notable for a number of reasons. Upward trends in the number of campaigns, the increased number of activists, and an increased focus on “operational” campaigns coupled with decreased success of activists in proxy fights and an uptick in settlements, as well as major developments in the domestic and international political, […]
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Posted in Practitioner Publications
Tagged Activism, Proxy season, SEC, Shareholder activism
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Weekly Roundup: March 7-13, 2025
Texas is Disrupting Delaware’s Dominance through Innovation Posted by Jonathan Macey (Yale Law School) and Roberta Romano (Yale Law School), on Friday, March 7, 2025 Tags: CEOs, delaware, Delaware law, Shareholders Statement by Acting Chair Uyeda on Climate-Related Disclosure Rules Posted by Mark T. Uyeda, U.S. Securities and Exchange Commission, on Saturday, March 8, 2025 […]
Click here to read the complete postThe Enduring Nexus Between Value and Values
As the ESG backlash continues to unfold, some observers have suggested that criticism of ESG applies with equal force to the notion of stakeholder governance and, relatedly, vindicates Milton Friedman’s theory of shareholder primacy. This erroneously assumes that ESG is congruent with stakeholder governance, and that the two concepts are inextricably intertwined. To the contrary, […]
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Posted in Practitioner Publications
Tagged anti-ESG, dei, ESG, Stakeholders
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An Early Look at Trends From Proxy Season 2025
In anticipation of the 2025 proxy season, publicly traded companies are actively preparing their proxy statements (DEF 14A) for submission to the Securities and Exchange Commission (SEC). These proxy statements, which contain key information pertaining to executive compensation, corporate governance practices and shareholder voting matters, will be presented and discussed at their respective annual shareholder […]
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Posted in Practitioner Publications
Tagged CEOs, Corporate governance, Proxy season, SEC
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An Update on ESG Litigation Risks in the United States
Key Takeaways Early in the second Trump administration, the SEC has shown a less permissive attitude to company and investor engagement on environmental, social and governance (“ESG”) matters. While litigation efforts by state and private actors challenging ESG-policies have had mixed results, successes have been achieved where plaintiffs have focused on potential faults in decision-making […]
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Posted in Practitioner Publications
Tagged ESG, ESG risks, litigation, SEC
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U.S. Shareholder Activism Review 2024 and a Look Toward 2025
As we know, activism can take many forms, but the goal always remains generally the same: to motivate management and boards to make changes in the way their companies are currently operating. The strategy that activists will use depends on their objectives and ultimate desired outcome. No one single factor drives an activist’s potential interest […]
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Posted in Practitioner Publications
Tagged Activists, CEOs, Shareholder activism, Shareholders
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Who Are the Real Winners Under UPC?
While many had predicted that the introduction of the universal proxy card (UPC) would mean a boon for activists, after two years the evidence is more nuanced, with activists often appearing to face an even higher bar in order to win support for their candidates, writes Antoinette Giblin. The Security and Exchange Commission’s (SEC) new […]
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Posted in Practitioner Publications
Tagged Board of Directors, ISS, Proxy fights, SEC
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Letter on Delaware Senate Bill 21
The Council of Institutional Investors (CII or Council) writes to respectfully express our opposition to the enactment of Delaware Senate Bill 21 in its current form (SB 21). CII is a nonprofit, nonpartisan association of U.S. public, corporate and union employee benefit funds, other employee benefit plans, state and local entities charged with investing public […]
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Posted in Practitioner Publications
Tagged delaware, Delaware courts, Delaware General Corporation Law, Delaware Senate Bill 21
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Another “Super Year” for Activism
2024 was called a “super year” for political elections, with 72 countries and half the world’s population going to the polls. Incumbent political parties across the globe lost these elections at a dizzying rate as voters punished those seen as responsible for inflation and other economic woes. It was also a booming year for shareholder […]
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Posted in Practitioner Publications
Tagged Activism, Board of Directors, CEOs, Shareholder activism
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Proxy Advisors and Institutional Shareholders Revise Voting Guidelines on Board Diversity
Several proxy advisors and institutional shareholders have revised their voting guidelines for the 2025 proxy season to scale back their expectations regarding board diversity. The renewed scrutiny on board diversity unfolds against a backdrop of intensifying “anti-DEI” sentiment in the United States, causing many public companies to reconsider their DEI commitments and related disclosures.
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Posted in Practitioner Publications
Tagged board diversity, Board of Directors, Institutional Shareholders, Proxy advisors
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