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Program on Corporate Governance Advisory Board
- Peter Atkins
- David Bell
- Kerry E. Berchem
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- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
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- Jason M. Halper William P. Mills
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HLS Faculty & Senior Fellows
Author Archives: Tarik Samman
Carbon Credits: An Overview of a Climate Controversy
Introduction With the recent COP29 conference developing standards for carbon credit markets, ESG investors may wish to learn more about such credits and the debates surrounding them. A carbon credit is an emissions unit that is issued by a carbon crediting program and represents an emission reduction or removal of greenhouse gases (GHG). Carbon credits are uniquely […]
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Posted in Practitioner Publications
Tagged Carbon Credits, Climate, ESG, investors
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AI and Finance
Generative AI has emerged as a major technology that is disrupting both the finance industry and financial research methodologies. The release of ChatGPT in November 2022, followed by rapid advancements in large language models (LLMs), has led to changes in firm valuations, hiring, and profitability, as well as changes in occupational earnings. Our research shows […]
Click here to read the complete postActivists Continue to Target Director Tenure
Key Points Proxy advisory firms and institutional investors increasingly view tenures over nine years as too long, questioning the independence of directors who have served longer than that. Board refreshment is a frequent demand of activists, so companies may find themselves vulnerable to activist campaigns if they have very long-serving directors. As boards review their […]
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Posted in Practitioner Publications
Tagged Activists, Board of Directors, Institutional Investors, Proxy advisors
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Policy Survey 2024: Executive Pay
This post provides an overview of Glass Lewis’ 2024 Policy Survey, conducted to inform their annual “benchmark” policy guideline updates. Executive Pay Make-Whole Awards For executive recruitment, companies sometimes agree to provide “make -whole” grants to compensate for awards that the candidate must forfeit upon leaving their current employer. There is a significant gap in […]
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Posted in Practitioner Publications
Tagged CEOs, Corporate governance, executive pay, Shareholders
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Getting to Yes: The Role of Coercion in Debt Renegotiations
How parties to a loan agreement or bond indenture can change the terms of their deal is an important, if frequently neglected, aspect of debt financing. Bonds and loans represent a company’s obligation to repay a debt, with interest, over time. But only a small fraction of what goes into an indenture or a loan […]
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Posted in Academic Research
Tagged amendments, Debt, loans, Solicitation
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Texas et al. v. BlackRock, Inc. et al.
INTRODUCTION 1. For the past four years, America’s coal producers have been responding not to the price signals of the free market, but to the commands of Larry Fink, BlackRock’s Chairman and CEO, and his fellow asset managers. As demand for the electricity Americans need to heat their homes and power their businesses has gone […]
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Posted in Practitioner Publications
Tagged Big Three, BlackRock, State Street, Texas
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Preference Dynamics and Risk-Taking Incentives
In the intricate world of corporate governance, the role of executive compensation in aligning the interests of shareholders and managers remains a long-standing question. Classic theories posit that shareholders, as the principals, can design compensation contracts to induce managers, as the agents, to maximize shareholder value. At the same time, recent studies document that other […]
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Posted in Academic Research
Tagged Corporate governance, Executive Compensation, executive pay, Shareholders
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Supermajority Requirement Inapplicable in the Context of a Reincorporation to Nevada
In Gunderson v. The Trade Desk, Inc. (Nov. 7, 2024), the Delaware Court of Chancery held that only a majority stockholder vote will be required to approve the proposed reincorporation of The Trade Desk, Inc. (the “Company”) from Delaware to Nevada through a corporate conversion (the “Conversion”). The court held that, although Article X of the Company’s […]
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Posted in Delaware Law Series, Practitioner Publications
Tagged Delaware articles, Delaware Court of Chancery, Gunderson v. The Trade Desk, TripAdvisor
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Discretionary Adjustment or Pay Flexibility?
KEY TAKEAWAYS Incorporating discretionary components within a company’s Annual Incentive Program has become increasingly common, particularly in the Real Estate and Financial sectors. Companies that have individual performance metrics in their Annual Incentive Programs tend to deliver higher payouts and executives are more likely to achieve target than companies that do not. Discretionary components in […]
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Posted in Practitioner Publications
Tagged Board of Directors, Incentives, Russell 3000, S&P 500
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