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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
Weekly Roundup: February 14-20, 2025
The Evolving Anti-DEI and Anti-ESG Landscape: Implications for the Public Sector Posted by Allison Wyderka and Wickham Egan, Egan-Jones Ratings Company, on Friday, February 14, 2025 Tags: Anti-DEI, anti-ESG, Board of Directors, Donald Trump Implications of Tornetta v. Musk II for Executive Compensation and for Stockholder Ratification Posted by Gail Weinstein, Philip Richter, and Steven […]
Click here to read the complete postThirty Years Later – Why Corporations Continue to Choose Delaware: General Perspectives and Thoughts on Proposed Amendment
Thirty years ago, our now-retired partner Lew Black released his widely read article, “Why Corporations Choose Delaware.” Describing the legislature’s role in the Delaware corporate franchise, Lew wrote, “[a]s a result of its long experience with corporation law matters, and the importance of those matters to Delaware, the legislature has developed a philosophy which emphasize[s] […]
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Posted in Practitioner Publications
Tagged corporate law, Delaware cases, Delaware Court of Chancery, Delaware law
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Corporate Governance and Firm Value
Scholars have long debated how corporate governance affects firm value. The topics analyzed include, among many others, board composition, proxy access, poison pills, antitakeover statutes, staggered boards, hedge fund activism. Confronted with conflicting arguments, scholars have turned to empirical evidence to resolve the theoretical debates. An approach that has become increasingly popular over the past […]
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Posted in Uncategorized
Tagged Antitakeover, Board of Directors, Corporate governance, firm value
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Shareholder Proposals: Staff Legal Bulletin No. 14M (CF)
A. The Purpose of This Bulletin This bulletin is part of a continuing effort by the Division to provide guidance on important issues arising under Exchange Act Rule 14a-8. Based on a review of Staff Legal Bulletin No. 14L and the staff’s experience applying the guidance contained in it, and after re-examining the Commission’s statements […]
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Posted in Practitioner Publications
Tagged Corporate governance, SEC, Shareholder proposals, Shareholders
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Delaware Legislators and Governor Propose Landmark Legislation
On February 17, 2025, Delaware’s legislative leaders and Governor announced landmark legislation and initiatives that would, if enacted into law, result in welcome and much-needed amendments to Delaware corporate law to address problems of recent vintage. The legislation and initiatives address critical topics, including director independence, controlling stockholders, stockholders’ books and records inspection rights, and […]
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Posted in Delaware Law Series, Practitioner Publications
Tagged delaware, Delaware Court of Chancery, Delaware law, Stockholder
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Too Many Mergers? The Golden Parachute as a Driver of M&A Activity in the 21st Century
This paper argues that the prevailing corporate governance regime in the United States has produced a level of mergers and acquisition activity that is higher than the social optimum because of a high-powered incentive for a CEO to exit through target-side M&A, the contemporary golden parachute. In the late 19th through the 20th century M&A […]
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Posted in Academic Research
Tagged CEOs, Corporate governance, M&A, SEC
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Climate and Energy Executive Orders: Implications for Corporate Sustainability
On January 20, 2025, the president signed three significant climate and energy-related executive orders—“Declaring a National Energy Emergency,” “Unleashing American Energy,” and “Putting America First in International Environmental Agreements”—and rescinded several executive orders from prior administrations, including those focused on reducing emissions and expanding clean energy infrastructure. This article analyzes the key provisions of each […]
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Posted in Practitioner Publications
Tagged California, Climate, ESG, Executive Orders
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Corporate Governance Trends in the United States
Adapting to a new, evolving political and regulatory landscape Governance leaders predict boards will devote substantial time to navigating the significant expected shifts in the political and regulatory spheres of the second Trump administration. Within the first days of the new administration, scores of new executive orders triggered some companies and law firms to establish […]
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Posted in Practitioner Publications
Tagged Board of Directors, dei, ESG, Shareholder activism
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Granting Favors: Insider-Driven Corporate Philanthropy
Corporate charitable giving has long been considered a key tool in companies’ environmental, social, and governance (ESG) arsenal. Notably, in 2023, corporate giving in the United States is estimated to have exceeded $36 billion. And while corporate philanthropy can generate value for firms, their shareholders, and society at large, it can also act as a […]
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Posted in Academic Research
Tagged Board of Directors, Philanthropy, S&P500, Shareholders
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SEC Staff Publishes New C&DIs on Types of Shareholder Engagement Could Cause Loss of Schedule 13G Eligibility
Today, the Staff in the Division of Corporation Finance at the Securities and Exchange Commission published one new and one revised Compliance and Disclosure Interpretation (C&DI) under Regulation 13D-G. The C&DIs address circumstances in which a greater-than-5% shareholder’s engagement with an issuer’s management could cause the shareholder to be deemed to hold the subject securities […]
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Posted in Practitioner Publications
Tagged Compliance and disclosure interpretation, Schedule 13G, SEC, shareholder engagement
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