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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
- 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
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- Marc Trevino
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HLS Faculty & Senior Fellows
Author Archives: Tarik Samman
ISS 2025 US Benchmark Policy Guidelines
On December 17, 2024, one of the two most influential proxy advisory firms, ISS, released its Proxy Voting Guidelines Benchmark Policy Changes for 2025: US, Canada, and Americas Regional, which provides updates to its voting policies for the 2025 proxy season. The full 2025 ISS Benchmark Voting Policy document is expected to be published in the coming […]
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Posted in Practitioner Publications
Tagged Executive Compensation, Proxy advisors, Say on pay, SPACs
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The Industry Veteran CEO: Friend or Foe?
Director nominees with CEO experience have long featured in Board slates put forward by activist investors. Those candidates were typically from outside the target company’s industry, and the applicability of their experience was often questioned. However, there is an emerging trend of activist investors utilizing CEOs with direct industry experience at competitor companies, and even […]
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Posted in Practitioner Publications
Tagged Board of Directors, CEOs, Corporate governance, TSR
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Implications of Tornetta v. Musk II for Executive Compensation and for Stockholder Ratification
In Tornetta v. Musk (Jan. 30, 2024, “Tornetta I”), the Delaware Court of Chancery ordered rescission of the 10-year equity compensation plan for Elon Musk (Tesla, Inc.’s chief executive) that had been approved by Tesla’s board and the stockholders unaffiliated with Musk. Under the plan, Musk was awarded several tranches of performance-vesting stock options, with an estimated […]
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Posted in Delaware Law Series, Practitioner Publications
Tagged Delaware Court of Chancery, Elon Musk, Executive Compensation, stockholders
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The Evolving Anti-DEI and Anti-ESG Landscape: Implications for the Public Sector
Boards will seek to minimize their legal and regulatory risks, particularly considering that DEI and ESG programs face increased hostility. On January 21, 2025, President Donald Trump issued Executive Order 14173. The main thrust of this Executive Order (“EO”) was to eliminate “illegal” Diversity, Equity, and Inclusion (“DEI”) programs across all federal agencies. Additionally, the […]
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Posted in Practitioner Publications
Tagged Anti-DEI, anti-ESG, Board of Directors, Donald Trump
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Weekly Roundup: February 7-13, 2025
Delaware’s Rocky Year–What Lies Ahead? Posted by Mark E. McDonald, Roger A. Cooper, and Peter Carzis, Cleary Gottlieb Steen & Hamilton LLP, on Friday, February 7, 2025 Tags: Board of Directors, Delaware Court of Chancery, DGCL, stockholders A New Regulatory Environment for Climate and Other ESG Reporting Rules Posted by Amelie Champsaur, Helena Grannis, and […]
Click here to read the complete postThe Transformation of the CEO: Global CEO Turnover Index Annual Report
Chapter One: A record year for elections and CEO turnover With almost half the world’s population involved in national elections, 2024 was a year characterized by change, so it is perhaps no surprise to see the recent trend of high CEO turnover reach a new peak with record departures reported. The latest figure of 202 […]
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Posted in Practitioner Publications
Tagged Board of Directors, CEO turnover, CEOs, Shareholders
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Caremark’s Fractured State
Delaware’s hegemony in U.S. corporate law is indisputable. Law students are taught Delaware corporate law, and corporate law practitioners are expected to be well-versed in Delaware’s doctrinal nuances. Regardless of one’s opinion about the benefits provided by Delaware incorporation, Delaware’s preeminence has created a shared corporate law language that bridges jurisdictional boundaries. The Caremark doctrine […]
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Posted in Academic Research, Delaware Law Series
Tagged Board of Directors, Caremark, corporate law, Delaware Supreme Court
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Recent Developments for Directors
New SEC Chair Expected to Take Agency Back to Basics President Trump’s nominee for SEC Chair, Paul Atkins, advocates a business-friendly, light-touch regulatory philosophy and is expected to lead the agency to retether its rulemaking to the SEC’s three-part statutory mission — facilitating capital formation; protecting investors; and maintaining fair, orderly, and efficient markets. Atkins […]
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Posted in Practitioner Publications
Tagged Board of Directors, dei, Fifth Circuit, SEC
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Voting on ESG: A Gap Becomes a Gulf
Key Observations U.S. support for E&S proposals fell further in 2024. U.S. managers further reduced their backing for environmental and social (E&S) proposals in the 2024 proxy year. Average support by 20 large U.S. firms for significant E&S shareholder resolutions funds fell to 31% in 2024 from a 2021 peak of 54%. For the first […]
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Posted in Practitioner Publications
Tagged Asset Managers, ESG, net zero, Sustainability
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Corporate Climate Commitments: Empty Promises or Profit-Driven Strategy?
The surge of corporate climate pledges worldwide raises a fundamental question: Are these commitments the latest incarnation of cheap talk and greenwashing, or could they meaningfully accelerate decarbonization, even if firms are purely profit-driven? The 2015 Paris Agreement marked a turning point in climate negotiations, with nearly 200 nations committing to achieve “Net Zero” greenhouse […]
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Posted in Academic Research
Tagged emissions, Greenhouse, net zero, Private firms
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