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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
A Significant Shift Away from ESG and Toward Crypto Is Expected at the SEC
Key Points The SEC is set to undergo sweeping changes under the second Trump administration, with a Republican-controlled Commission setting a new agenda. The agency is expected to focus on easing regulatory burdens and creating a crypto-friendly regulatory framework, as well as on capital formation and an enforcement program that focuses on investor harms.
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Posted in Practitioner Publications
Tagged Cryptoassets, dei, ESG, SEC
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Shareholder Democracy and the Challenge of Dual Class Share Structures
One share, one vote is a basic principle of shareholder democracy. It protects minority shareholder voices in markets with dispersed ownership. Multi-class share structures violate this principle. They give subsets of a company’s equity owners superior voting rights, so that their influence outweighs their economic interest. Our 2024 post-proxy season analysis shows that, for companies […]
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Posted in Practitioner Publications, Uncategorized
Tagged dual-class structure, Proxy voting, Shareholder voting, Shareholders
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Economic Surveillance using Corporate Text
Over the past decennium, we have witnessed a significant growth in the volume of company-released text data, ranging from transcripts of periodic earnings calls—in which company management discusses their firms’ financial performance, future outlook, and strategic initiatives—to an extensive array of regulatory filings required of companies traded on U.S. stock exchanges. Economists are increasingly recognizing […]
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Posted in Academic Research
Tagged computational linguistics, economic data, economic shock, economics
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Glass Lewis and ISS Publish 2025 Updates
On November 14, 2024, Glass Lewis published its 2025 U.S. Benchmark Policy Guidelines (U.S. Guidelines), and its 2025 Shareholder Proposals & ESG-Related Benchmark Policy Guidelines (ESG Guidelines), both effective for shareholder meetings held on or after January 1, 2025. On December 17, 2024, ISS Governance published its Benchmark Policy Changes for 2025: U.S., Canada, and Americas Regional (ISS Guidelines), effective […]
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Posted in Practitioner Publications
Tagged Artificial intelligence, ESG, Executive Compensation, Shareholder meetings, Shareholder voting, Shareholders
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A Review of Director Commitments Policies, 2023 to 2024
In recent years, director commitments policies have become more prevalent at U.S.-based companies. Director commitments policies can reduce risks stemming from potentially overcommitted directors, facilitate active board refreshment and ensure that a board engages in thoughtful dialogue around director time commitments. Many institutional investors are incorporating director commitments policies into their evaluation of directors and proxy voting […]
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Posted in Practitioner Publications
Tagged Board of Directors, CEOs, Proxy voting, S&P 500
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Strategic Insider Trading and Its Consequences for Outsiders: Evidence From the Eighteenth Century
Motivation Information asymmetry is inherent to trading and will always remain a threat to the fairness and integrity of financial markets. It is therefore important to understand how informed investors exploit their information advantage and how their strategic trading behavior affects uninformed investors. In our paper Strategic Insider Trading and its Consequences for Outsiders: Evidence […]
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Posted in Academic Research
Tagged financial markets, Insider trading, investors, Trade
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President Trump Acts to Roll Back DEI Initiatives
Executive Orders: Require Attorney General to Recommend Measures to Encourage Private Sector to End Illegal DEI Practices Establish Federal Policy of Two Genders Only, Cease Virtually All DEI-Related Activities in the Federal Workforce, and Cancel Affirmative Action Requirements for Federal Contractors Summary Consistent with President Trump’s campaign promises, the White House has taken swift and […]
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Posted in Practitioner Publications
Tagged Anti-DEI, dei, Donald Trump, gender
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Delaware Court Upholds Private Equity-Led Company Sale Under Business Judgment Rule
On January 7, 2025, Vice Chancellor Glasscock issued a 68-page post-trial decision in Manti Holdings, LLC v. The Carlyle Group Inc., in which he rejected plaintiffs’ claims of breach of fiduciary duty in connection with the sale of Authentix Acquisition Company, Inc. (“Authentix” or the “Company”) to private equity firm Blue Water Energy LLP (“BWE”) in […]
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Posted in Delaware Law Series, Practitioner Publications
Tagged Board of Directors, Delaware Court of Chancery, Private equity, Stockholder
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A New Regulatory Environment for Climate and Other ESG Reporting Rules
The Ill-Fated SEC Climate Rule On March 6, 2024, the SEC adopted final rules “to enhance and standardize climate-related disclosures for investors,” which included, among other things, requirements to disclose material climate-related risks and related governance policies and practices and mitigation and adaptation activities, targets and goals, Scope 1 and 2 emissions reports and financial […]
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Posted in Practitioner Publications
Tagged Climate, CSRD, ESG, SEC
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Delaware’s Rocky Year–What Lies Ahead?
2024 was a remarkable year in Delaware. For the first time in as long as anyone can remember, people began to seriously question whether Delaware would retain its dominance as the go-to jurisdiction for incorporating companies. There was an uproar following several decisions by the Delaware Court of Chancery that seemed to shake the market’s […]
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Posted in Delaware Law Series, Practitioner Publications
Tagged Board of Directors, Delaware Court of Chancery, DGCL, stockholders
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