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Program on Corporate Governance Advisory Board
- William Ackman
- Peter Atkins
- David Bell
- Kerry E. Berchem
- Richard Brand
- Daniel Burch
- Paul Choi
- Jesse Cohn
- Arthur B. Crozier Christine Davine
- Renata J. Ferrari
- John Finley
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper
- Paul Hilal
- Carl Icahn William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
- Daniel Wolf
HLS Faculty & Senior Fellows
Author Archives: Tarik Samman
Delaware Supreme Court Clarifies Standards Applicable To Advance Notice Bylaws
On July 11, 2024, the Supreme Court of Delaware, en banc, issued an important decision in Kellner v. AIM Immunotech Inc.,1 which arose from a challenge in the Delaware Court of Chancery involving advance notice bylaws that were adopted in the wake of the recent universal proxy rules. The Supreme Court engaged in a detailed analysis of the […]
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Posted in Practitioner Publications
Tagged Board of Directors, Delaware Court of Chancery, Kellner v. AIM Immunotech Inc., Supreme Court
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Compensation Clawbacks Report
DragonGC’s latest report sheds light on the evolving landscape of compensation clawback policies among S&P 500 companies. This comprehensive study, which analyzed 401 companies that filed independent clawback policy disclosures within the past 12 months (for period ended May 7, 2024), reveals a significant trend: a majority of these companies are not only meeting but […]
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Posted in Practitioner Publications
Tagged Clawback, Corporate governance, S&P 500, SEC
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The Defensive Measures Provisions of the EU Takeover Directive: From Ambition to Resignation to Distrust
This year is the 20th anniversary of the adoption by the European Union of its Directive on Takeovers. A group of scholars associated with the European Corporate Law Experts Group (ECLE) has compiled a set of papers assessing the performance of the Directive. One of these papers is concerned with the Directive’s rules on defensive […]
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Posted in Academic Research
Tagged Board Neutrality Rule, Board of Directors, EU, Netherlands, Takeover
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The Supreme Court rebalances the administrative state
Introduction The 2023−2024 Supreme Court term continued a strong rebalancing of power among the courts, the administrative state and, if it pays attention, Congress. This rebalancing will impact how executive branch and independent agencies engage in rulemaking, issue guidance and engage in enforcement. Courts will exercise more independent judgment and look more critically at agency […]
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Posted in Practitioner Publications
Tagged Chevron, FTC, Loper Bright, SEC, Supreme Court
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Environmental Performance Metrics in Incentive Plans: Incentive Trends and Key Design Considerations
Introduction In recent years, global companies have grappled with defining a baseline for environmental metrics, establishing the processes and controls to measure and report progress toward objectives, and setting the goals of ambitious environmental performance metrics (especially if environmental performance metrics are used in executive incentive arrangements). Institutional investors have also been increasingly seeking ways […]
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Posted in Practitioner Publications
Tagged ESG, GHG, SEC, Sustainability
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Timing Sustainable Engagement in Real Asset Investments
Filling and voting on shareholder proposals has been a critical corporate governance mechanism, enabling investors to mitigate classical principal-agent problems. In the past, most shareholder proposals concerned corporate governance issues such as CEO remuneration, takeover prevention, board structure, and voting rights. In recent years, sustainable investors have started leveraging their shareholder rights and filing proposals […]
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Posted in Academic Research
Tagged Corporate governance, CSR, ESG, Real Estate, Shareholder proposals, sustainable finance
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NYC Pension Plan Suit is Thrown Out, GOP Anti-ESG Fiduciary Duty Theory Remains to be Tested
For over two years, certain Republican officials at the state and federal levels have claimed that asset managers and pension officials breach their fiduciary duties by considering environmental, social and governance (ESG) factors in investing. This legal theory has been cited repeatedly in letters from legislators, state attorney general opinions, and investigative demands, but was teed […]
Click here to read the complete postDriving Audit Quality Forward: Where We’ve Been and Where We’re Heading
I. Introduction Good afternoon, everyone. Thank you, Alan [Wilson, WilmerHale Partner], for your kind introduction. And thank you to the Center for Audit Quality (CAQ) and WilmerHale for inviting me to speak here today. I’m honored to be part of this series of discussions focused on recent developments in accounting, auditing, and the law. As […]
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Posted in Academic Research
Tagged Audits, Cybersecurity, PCAOB, SEC
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How Companies React to Say on Pay Failures
Say on Pay continues to exert significant influence on corporate governance, compelling companies to reassess and adjust their executive compensation practices in response to shareholder feedback. Analyzing 77 companies within the Russell 3000 facing failed Say on Pay votes, this Equilar study aims to dissect the myriad of changes implemented by these companies post-failure and […]
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Posted in Practitioner Publications
Tagged Board of Directors, ESG, S&P 500, Say on pay
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AI: Are Boards Paying Attention?
In the wake of a number of shareholder proposals, as well as first-of-their-kind enforcement actions and public statements by the U.S. Securities and Exchange Commission, many companies are considering how their use of artificial intelligence and the associated risks should be overseen and managed by the board. A recent report by proxy advisor Institutional Shareholder […]
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Posted in Practitioner Publications
Tagged AI, Board of Directors, ISS, proxy statements, S&P 500, SEC
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