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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
Delaware Supreme Court Affirms D&O Coverage
On January 27, 2026, the Delaware Supreme Court affirmed coverage for Harman International Industries, Inc. (“Harman”) in a $28 million federal securities class action settlement. The court held that the D&O policies’ “bump‑up” provision did not apply to exclude the settlement, even though the underlying Section 14(a) claim alleged inadequate deal consideration in connection with […]
Click here to read the complete postHow Boards Can Lead in a World Remade by AI
In brief AI’s impacts on strategy, talent, and risk make it essential for boards to adapt their oversight approaches. The board’s guidance is key to helping companies harness AI for growth, maintain needed skills, and drive accountability for AI’s uses and outputs. Leading boards can fulfill this responsibility by adopting new ways to engage with […]
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Posted in Practitioner Publications
Tagged AI, Board leadership, Board of Directors, Corporate governance
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SEC Investment Management Director Questions ‘Vote-All’ Proxy Practices and Adviser Reliance on Proxy Advisors
Key Points On January 8, 2026, Brian Daly, Director of the SEC’s Division of Investment Management, delivered remarks at the New York City Bar Association addressing proxy voting practices, including whether advisers may have defaulted to automated voting processes that rely heavily on proxy advisory firm recommendations rather than judgments made in their clients’ best interests. Director […]
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Posted in Practitioner Publications
Tagged Corporate governance, Proxy advisors, Proxy voting, SEC
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Remarks by Chair Atkins on Revitalizing U.S. Capital Markets and State Competition in Corporate Law
Thank you, David [Woodcock], for your generous introduction. And good morning, ladies and gentlemen. I am delighted to be here, and grateful for this opportunity to share a few reflections. Let me begin by thanking our hosts at the Texas A&M University School of Law for convening today’s program. Though only in its second year, […]
Click here to read the complete post2025 Activism Retrospective
Activists enjoyed a banner year in 2025. From proxy contest wins at blue-chip companies to a partnership with Taylor Swift’s fiancé, engaged shareholders once again demonstrated their capabilities, creativity and readiness. As we discussed in the fall, this year’s activism menu also included the rise of “withhold” campaigns, notable Delaware litigations regarding advance notice bylaws and […]
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Posted in Practitioner Publications
Tagged Activism, CEOs, Corporate governance, delaware
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2016 vs 2026: Lessons from a Decade of Corporate Climate Action
A decade ago, the landscape of corporate sustainability was almost unrecognisable. AI was still more Spielberg than strategy, and ‘net zero’ had yet to enter the corporate lexicon. Two years after the Paris Agreement, businesses were beginning to translate pledges into early strategies, not yet racing towards a lower-carbon future. Ten years on, that landscape […]
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Posted in Practitioner Publications
Tagged Climate, Corporate governance, net zero, Sustainability
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Preparing for the 2026 Annual Reporting and Proxy Season
ESG, DEI AND HUMAN CAPITAL DISCLOSURES The prevalence of public company human capital practices and disclosures ebbs and flows. Over the last two years, DEI-related metrics in incentive plans and references in annual reports and proxy statements receded amid legal headwinds, shifting policies and recalibrated investor voting guidelines. As the next reporting season approaches, companies […]
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Posted in Practitioner Publications
Tagged annual reports, Corporate governance, Proxy season
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US Proxy-Voting Trends: 2025 in Review
Key Observations We analyzed proxy-voting records of 50 of the largest US managers of equity and allocation funds for companies in the Morningstar US Large-Mid Cap Index over the 2023, 2024, and 2025 proxy years. We also assessed votes by eight European asset managers and 601 US sustainable funds. There was a slight increase in […]
Click here to read the complete postThe Art of Indemnifying Attorneys’ Fees for M&A Disputes
Buyers in M&A transactions often assume that they will be able to recover reasonable attorneys’ fees in connection with a successful indemnification claim if the purchase agreement generally includes attorneys’ fees in the definition of indemnifiable losses. However, buyers may be surprised to learn that Delaware law presumes that attorneys’ fees incurred by a buyer […]
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Posted in Delaware Law Series, Practitioner Publications
Tagged Corporate governance, Delaware cases, Delaware law, M&A
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A Proxy Odyssey: What Will 2030 U.S. Proxy Season Look Like?
The Current Landscape For decades, corporate governance operated on relatively stable ground, even amid backlash against proxy advisors and the proxy voting system itself. The Securities and Exchange Commission (SEC) controlled ballot access, research and recommendations from proxy advisors like ISS and Glass Lewis influenced voting outcomes, voting power was concentrated among a handful of […]
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Posted in Practitioner Publications
Tagged Corporate governance, Institutional Investors, Proxy season, SEC
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