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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
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- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Tarik Samman
How a Small Component in Pay Reveals Insights into Corporate Trends
In a follow-up to our whitepaper, “What ‘Perks’ Can Tell Us About Executive Compensation,” ISS-Corporate reviewed the pay structures for Russell 3000 companies that held annual general meetings in the first nine months of 2024 to analyze the usage and magnitude of perquisites in fiscal 2023. In this update, we continue to focus on perquisites […]
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Posted in Practitioner Publications
Tagged CEO Pay, Corporate governance, Executive Compensation, Russell 3000
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Yes, SPACs Do Dilute Investors: A Brief Response to Gulliver and Scott
Several days ago, John Gulliver and Hal Scott announced on this Forum that “No, SPACs Do Not Dilute Investors” This comes after the Chancery Court has concluded otherwise in about a dozen cases, and after the SEC has issued regulations requiring disclosure of the extent to which value has been diluted or otherwise extracted from […]
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Posted in Academic Research, Delaware Law Series
Tagged De-SPACs, investors, IPOs, SPACs
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Key Considerations for the 2025 Proxy Season
In this Debevoise In Depth, we outline key considerations for public companies preparing their proxy statements for their 2025 annual meetings, including the timing of new insider trading and equity grant disclosure, pay-versus-performance disclosure and the development and disclosure of governance structures to identify and manage AI-related risks. We also discuss trends from the 2024 […]
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Posted in Practitioner Publications
Tagged board diversity, Cybersecurity, Proxy season, SEC
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Fifth Circuit Vacates SEC’s Approval of Nasdaq Board Diversity Rules
On December 11, 2024, the U.S. Court of Appeals for the Fifth Circuit issued a 9-8 decision vacating the SEC’s approval of Nasdaq’s Disclosure Rule and Diversity Rule (the “Rules”), holding that the SEC exceeded its authority under the Securities Exchange Act of 1934 (“Exchange Act”). Nasdaq has reportedly indicated that it does not intend […]
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Posted in Practitioner Publications
Tagged board diversity, Fifth Circuit, NASDAQ, SEC
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Global Top 250 Compensation Survey 2024
This report presents information on compensation levels for the Chief Executive Officer (CEO) and Chief Financial Officer (CFO), the design of long-term incentives (LTI) and share usage at the 250 largest listed companies globally.
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Posted in Practitioner Publications
Tagged CEOs, CFOs, Executive Compensation, LTI
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FinCEN Suspends Reporting Requirements as Circuits Grapple With Corporate Transparency Act’s Constitutionality
The Corporate Transparency Act (CTA) and its implementing regulations (Regulations) require entities within its scope (reporting companies) to disclose information, including about their beneficial owners, to the U.S. Treasury Department’s Financial Crimes Enforcement Network (FinCEN). The Regulations set a reporting deadline of January 1, 2025, for initial reports to be filed by reporting companies formed […]
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Posted in Practitioner Publications
Tagged Corporate Transparency Act, Fifth Circuit, Regulations, Texas Top Cop Shop
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Weekly Roundup: January 3-9, 2025
TikTok’s Identity Crisis: Corporate Personality in a De-Globalizing World Posted by Curtis J. Milhaupt (Stanford Law School) and Dan W. Puchniak (Yong Pung How School of Law), on Friday, January 3, 2025 Tags: Applications Act, China, Congress, TikTok The Sustainability Dividend: A Primer on Sustainability ROI Posted by Matteo Tonello, The Conference Board, Inc., on […]
Click here to read the complete postS&P 500 CEOs’ Reported Compensation: 2021-2024
CEO Compensation generates considerable interest not only from Compensation Committees but also from investors, the press, and politicians. It can be confusing and controversial. This Meridian Insight considers CEO pay among S&P 500 companies and changes in value between 2020 and 2023 based on proxy statements filed in 2021-2024. Executive Summary Key Takeaways: Median total […]
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Posted in Practitioner Publications
Tagged CEO compensation, CEO Pay, LTI, S&P 500
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Board Risk Oversight and Environmental and Social Performance
There is growing recognition that E&S issues are associated with major risks and opportunities and that these issues can materially affect firm performance and valuation (e.g., Ceres 2019; Liang & Renneboog 2017; NACD 2017). This has, in turn, led investors and other stakeholders to call on boards to consider E&S issues in their overall risk […]
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Posted in Academic Research
Tagged Accountability, Board governance, Board of Directors, Board oversight, Disclosure, ESG, Executive Compensation, Financial Risk, Incentive Compensation, Risk management, Sustainability
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Cybersecurity Disclosure Overview: A Survey of Form 10-K Cybersecurity Disclosures by S&P 100 Companies
I. Introduction This alert highlights key trends and insights from our analysis of the cybersecurity disclosures made by 97 S&P 100 companies in their 2024 Form 10-K filings, as required by new Item 106 of Regulation S-K (“Item 106”), as of November 30, 2024. As discussed in a previous client alert, the Securities and Exchange […]
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Posted in Practitioner Publications
Tagged Cybersecurity, disclosures, Form 10-K, S&P 100
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