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Program on Corporate Governance Advisory Board
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HLS Faculty & Senior Fellows
Author Archives: Tarik Samman
Board Diversity: Policy Updates and Considerations for Proxy Season
Public companies find themselves rethinking disclosures relating to the diversity of their board and their director recruitment practices as they head into proxy season, given recent developments – including the US Court of Appeals for the Fifth Circuit’s decision striking down Nasdaq’s board diversity rules, the current administration’s presidential executive orders on diversity, equity and […]
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Posted in Practitioner Publications
Tagged board diversity, Board of Directors, dei, Proxy season
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Delaware and the Perils of Small Minority Controllers
Senate Bill 21 (SB21), currently pending in the Delaware legislature, proposes amending the Delaware General Corporation Law (DGCL) to weaken constraints on related party transactions between a corporate controller and its company. (See description of the Proposal in a Morris Nichols post on the Forum here.) The proposed change seems to be at least partly […]
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Posted in Delaware Law Series, Practitioner Publications
Tagged Delaware cases, Delaware Court, DGCL, Minority shareholders
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What is Top of Mind for US Investors in 2025?
Over the past few years, investors have been contending with forces that are transforming the global economy. During this time, they have sought to understand how these changes will impact economic performance at the companies in which they invest and cover. In fall 2024, PwC surveyed 345 investors across geographies, asset classes and investment approaches […]
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Posted in Uncategorized
Tagged Board of Directors, Climate, GenAI, investors
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Update on DEI—Federal Court Temporarily Blocks Most of the Administration’s DEI Orders, But Uncertainty Continues
On February 21, 2025, a federal court in Maryland issued a temporary restraining order (the “TRO”) blocking implementation, for now, of parts of the Executive Orders that the U.S. Administration issued relating to diversity, equity and inclusion (DEI) practices, including at private sector companies. Notwithstanding the TRO, uncertainty continues for companies as to what actions, […]
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Posted in Practitioner Publications
Tagged Corporate governance, dei, Glass Lewis, U.S. Department of Justice (DOJ)
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Delaware: The Empire Strikes Back
A proposal to make broad and major changes to Delaware’s corporate law code, the DGCL, was made public last week. I understand that an effort will be made to enact the proposal, which is backed by the governor, by the end of this month. Prominent law firms have already commended the proposed legislation as “salutary” […]
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Posted in Delaware Law Series
Tagged corporate law, Delaware cases, Delaware Court, moelis
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Decision Ready Data: One-Time Awards & CEO Succession
Despite a year-to-year decline in the number and value of one-time awards granted to executives, sign-on, make-whole and retention awards continue to represent a significant cost to companies and their shareholders. In this post, we use Glass Lewis data gathered in the 2023 and 2024 proxy seasons to explore the importance of proactive succession planning.
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Posted in Practitioner Publications
Tagged CEO compensation, CEO succession, CEOs, S&P500
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SEC Leadership Change Results in Key Policy Developments
The designation of SEC Commissioner Mark Uyeda as the Acting Chair of the U.S. Securities and Exchange Commission (SEC) on January 21, 2025, has resulted in a number of key policy developments. These developments, which we summarize in chronological order below, have implications for public companies, institutional investors and other market participants.
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Posted in Practitioner Publications
Tagged Compliance and Disclosure Interpretations (CDIs), Crypto Task Force, Cyber and Emerging Technologies Unit (CETU), SEC
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The Changing Tides of the SEC Under the Second Trump Administration
From the moment the second Trump presidential term became a reality in November 2024, it was widely expected that the Securities and Exchange Commission (SEC) would undergo broad changes under a Republican-led commission focused on rolling back many of the Biden administration’s regulatory and enforcement initiatives. What was not expected was how quickly the shifting […]
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Posted in Practitioner Publications
Tagged Cybersecurity, ESG, Executive Orders, SEC
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Is ESG Making the Job Market More Polarized?
Recent debates over corporate social responsibility reveal deepening divides in how companies engage with environmental, social, and governance (ESG) issues. Public discourse around corporate responsibility has intensified, with the U.S. emerging as a focal point following the 2024 presidential election. Several large firms have publicly reduced their ESG commitments; for example, Google recently eliminated its […]
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Posted in Academic Research
Tagged Brazil, Corporate governance, ESG, Labor markets
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Alignment Advance Notice Bylaw
Public companies would be well advised, on a lovely, clear day (in the Delaware sense), to update their advance notice bylaws. In the normal course these bylaws receive little attention, but in the event of an activist campaign they are critical to the board’s ability to discharge its fiduciary duties. The board will have a […]
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Posted in Practitioner Publications
Tagged Bylaws, Delaware Supreme Court, SEC, stockholders
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