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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
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Tarik Samman
Chancery Interprets LLC Agreement as Not Eliminating Fiduciary Duties
In Calumet Capital Partners LLC v. Victory Park Capital Advisors LLC (Jan. 29, 2026), the Delaware Court of Chancery, at the pleading stage of litigation, found it reasonably conceivable that, after Victory Park (the “Investor”) invested in Calumet’s lending business (the “Lender”), the Investor—“with and through” its employee, whom it had appointed to the Lender’s board of […]
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Posted in Practitioner Publications
Tagged Corporate governance, Delaware cases, Fiduciary duties, LLCs
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Delegating Enforceability: A Novel Solution to Corporate Forum Selection Disputes
Since their introduction nearly two decades ago,[1] forum selection provisions have become standard in modern corporate governance, with Delaware corporations routinely designating the Court of Chancery as the exclusive forum for “internal affairs” disputes. Yet questions persist about the construction, scope, and enforceability of these provisions—questions that implicate important issues of Delaware corporate law but […]
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Posted in Delaware Law Series, Practitioner Publications
Tagged Corporate governance, delaware, Delaware courts, DGCL
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Vanguard Capital Management: Proxy Voting Policy for U.S. Portfolio Companies
Introduction This proxy voting policy (the Policy) describes general positions on matters that may be subject to a shareholder vote at U.S.-domiciled companies and is aligned with governance practices believed to support long-term shareholder returns. The Policy has been adopted by the boards (or relevant governing bodies) of funds and portfolios managed by certain Vanguard-affiliated […]
Click here to read the complete postWeekly Roundup: February 20-26, 2026
Delaware Supreme Court Affirms D&O Coverage Posted by Anthony B. Crawford, Olshan Frome Wolosky LLP, on Friday, February 20, 2026 Tags: Bump-Up Provision, delaware, Insurance, M&A, section 14(a), Securities Class Action Succession Planning in Private Equity: A Strategic Imperative for GPs and LPs Posted by Emily Taylor, Heather Hammond, and Courtney Byrne, Russell Reynolds Associates, […]
Click here to read the complete postRemarks by Commissioner Peirce on Private Secondaries in Capital Markets
Good morning, and thank you all for attending today’s meeting. Welcome to the Committee’s new members. I appreciate the work of the Committee and the willingness of experts to share their views as panelists. I also appreciate the work of the Office of the Advocate for Small Business Capital Formation in supporting the Committee’s work. […]
Click here to read the complete postVanguard Portfolio Management: Proxy Voting Policy for U.S. Portfolio Companies
Introduction This proxy voting policy (the Policy) describes general positions on proxy proposals that may be subject to a shareholder vote at U.S.-domiciled companies and is aligned with governance practices believed to support long-term shareholder returns. The Policy has been adopted by the boards (or relevant governing bodies) of funds and portfolios managed by certain […]
Click here to read the complete postRemarks by Chair Atkins on Capital Formation and the INVEST Act
Good afternoon, ladies and gentlemen. Let me begin by thanking our hosts at the U.S. Chamber for the invitation to join today’s program—and of course, for their advocacy on behalf of American enterprise. I am also pleased to recognize a few leaders whose efforts brought us to this occasion: Chairmen Tim Scott and French Hill, as […]
Click here to read the complete postSEC Adds Flexibility to M&A, Proxy, and Tender Offer Rules with New Interpretations
On January 23, 2026, the Securities and Exchange Commission’s Division of Corporation Finance (“CorpFin”) published new and revised Compliance and Disclosure Interpretations (“C&DIs”) relating to the SEC’s M&A, proxy and tender offer rules. The SEC staff thus continued a pattern from 2025 of introducing more flexibility for public companies and their management without the Commission’s […]
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Posted in Practitioner Publications
Tagged Division of Corporation Finance, Proxy season, SEC, Shareholders
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Succession Planning in Private Equity: A Strategic Imperative for GPs and LPs
Private equity (PE) has expanded to an unprecedented scale, with industry assets under management exceeding $15.5 trillion and global buyout firms holding $1.2 trillion in dry powder. Yet despite this growth, complexity, and institutional scrutiny, leadership models have remained largely unchanged, and general partner (GP) turnover remains exceptionally low. Academic research indicates that only around […]
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Posted in Practitioner Publications
Tagged GPs, LPs, Private equity, Succession, succession planning, transitions
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Delaware Supreme Court Affirms D&O Coverage
On January 27, 2026, the Delaware Supreme Court affirmed coverage for Harman International Industries, Inc. (“Harman”) in a $28 million federal securities class action settlement. The court held that the D&O policies’ “bump‑up” provision did not apply to exclude the settlement, even though the underlying Section 14(a) claim alleged inadequate deal consideration in connection with […]
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