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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
What Directors Should Know About the 2025 Proxy Season
Governance is a shared investor priority in an increasingly fractured proxy landscape As companies prepare for the 2025 proxy season, the EY Center for Board Matters has identified key areas of investor focus and shifts in the proxy landscape that could impact proxy voting results and shape engagement this year. These findings are based on […]
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Posted in Practitioner Publications
Tagged Activism, Board of Directors, dei, Proxy season
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Delaware Corporate Law: Recent Trends and Developments
On January 28, 2025, Skadden hosted a webinar on recent developments in Delaware corporate law. Skadden partners Howard Ellin (Mergers and Acquisitions/New York), Ed Micheletti (Litigation/Wilmington) and Jenness Parker (Litigation/Wilmington) discussed: Numerous decisions and trends in books and records requests Sale process transactions Controlling stockholder issues Derivative litigation, including Caremark claims and special litigation committee developments Advance […]
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Posted in Delaware Law Series, Practitioner Publications
Tagged corporate law, Delaware cases, Delaware Court of Chancery, Delaware law
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Demonstrating Alignment of CEO Pay and Performance
Introduction Realizable pay (“RP”) is composed of cash compensation paid (e.g., salary, actual bonus awards and payouts of cash-based long-term incentives) and the value of equity awards using the stock price at the end of the assessment period. RP assesses outcome-based compensation and has long been the “gold standard” for demonstrating shareholder aligned pay for […]
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Posted in Practitioner Publications
Tagged Board of Directors, CEOs, executive pay, pay versus performance
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Rethinking Shareholder Contracting: The Design of Corporate Altering Rules
Delaware corporate law has stepped into uncharted territory. The spark came from West Palm Beach Firefighters’ Pension Fund v. Moelis (Del. Ch. 2024), where a shareholder agreement handed near-total veto power to a controlling shareholder, eclipsing the board’s authority. Even among the shareholder agreements adopted by public companies, the Moelis agreement was unusually extreme. The […]
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Posted in Academic Research, Delaware Law Series
Tagged Corporate governance, corporate law, Delaware law, Shareholder
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Takeaways from the Pause on Foreign Corrupt Practices Act Enforcement
On February 10, 2025 President Trump issued an executive order titled “Pausing Foreign Corrupt Practice Act Enforcement to Further American Economic and National Security.” The order directs the DOJ to halt Foreign Corrupt Practices Act (FCPA) investigations and enforcement actions for a 180-day review period. This is the first pause of FCPA enforcement and investigations since the […]
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Posted in Practitioner Publications
Tagged Anti-corruption, FCPA, SEC, U.S. Department of Justice (DOJ)
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SEC Staff Reinstates Traditional Approach to Interpreting the Shareholder Proposal Rule
On February 12, 2025, the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) published Staff Legal Bulletin No. 14M (“SLB 14M”), which sets forth Staff guidance on shareholder proposals submitted to publicly traded companies under Exchange Act Rule 14a-8. SLB 14M rescinds Staff Legal Bulletin No. 14L (“SLB 14L”) (which was issued in […]
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Posted in Practitioner Publications
Tagged Proxy season, SEC, Shareholder proposals, Staff Legal Bulletin
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Delaware
For generations now, Delaware has been the incorporating jurisdiction of choice for publicly-traded business enterprises. This is no accident. Delaware offers structural advantages no other jurisdiction can match: an enabling corporate statute; a rich body of corporate law; expert judges on the Court of Chancery, always ready to resolve complex business disputes, on an expedited […]
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Posted in Delaware Law Series, Practitioner Publications
Tagged amendments, corporate law, Delaware Court of Chancery, Delaware law
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Delaware Corporate Law Myth-Busting: The “Expanding Definition” of Controlling Stockholder
This note is the first in a series intended to bust several burgeoning myths about the history and trajectory of Delaware common law governing controlling stockholders. These myths are being framed as new and dangerous problems that must be solved if Delaware is to remain the preferred domicile in the United States for corporations, and […]
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Posted in Delaware Law Series, Practitioner Publications
Tagged Delaware cases, Delaware Court of Chancery, Delaware law, Stockholder
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