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HLS Faculty & Senior Fellows
Author Archives: Tarik Samman
Fair Is Fair: Reforming Fairness Review
Much time and energy is being devoted to determining how corporate decision-making can be structured to avoid fairness review. Comparatively little attention is paid to precisely what it means to subject a contract or transaction to fairness review, or to the purpose that fairness review is supposed to serve. Here I advance the argument that […]
Click here to read the complete postChancery Court Clarifies Delaware’s Stance on Sandbagging and Transaction Multiple for Damages
At A Glance The Delaware Chancery Court has issued a notable opinion that confirms Delaware’s position as a pro-sandbagging jurisdiction and clarifies when damages may be computed using a transaction multiple. We examine the background and implications of the case in this Legal Update. The Delaware Chancery Court has issued a notable opinion that confirms […]
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Posted in Delaware Law Series, Practitioner Publications
Tagged delaware, Delaware Court of Chancery, M&A, Merger
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Delaware Revamps Its General Corporation Law — Will It Stop Companies from Leaving?
What You Need To Know Delaware has adopted significant, much anticipated amendments to §§ 144 and 220 of the Delaware General Corporation Law, which are aimed at providing greater clarity and predictability to corporate fiduciaries in light of certain recent controversial decisions from the Delaware Court of Chancery. Those decisions have resulted in a number […]
Click here to read the complete postReporting Portfolio Emissions By Asset Managers
Key Takeaways: Asset managers frequently commit to collect and report on the greenhouse gas (“GHG”) emissions generated by their portfolio companies, often referred to as “portfolio” or “financed” emissions. An asset manager’s underlying investors may request this data, or the asset manager may be required to collect this data by law or as part of […]
Click here to read the complete postEquity Grant Disclosure Insights
What’s Inside This report offers exclusive insights into how early filers are navigating the SEC’s new disclosure mandates for equity grant awards. Our expert analysis highlights emerging trends and best practices, equipping your team with the knowledge to refine your approach this proxy season. Key Highlights Timing of Equity Grants: Explore how early filers are […]
Click here to read the complete postWeekly Roundup: March 28-April 3, 2025
Statement by Commissioner Crenshaw Regarding Climate-Related Disclosures Rule Litigation Posted by Caroline A. Crenshaw, U.S. Securities and Exchange Commission, on Friday, March 28, 2025 Tags: Administrative Procedure Act (APA), Climate, Climate Disclosure, SEC “Under Pressure”: Walking the Fine Line of Section 13(d) Passive Investor Status Posted by Maia Gez, Scott Levi, and Michelle Rutta, White […]
Click here to read the complete postSustainability Without the SDGs: US Policy Shifts and Corporate ESG
In March 2025, the US formally rejected the UN Sustainable Development Goals (SDGs)—a set of 17 global objectives to address economic, social, environmental challenges. The US decision marks a significant departure from previous bipartisan support for multilateral sustainability frameworks. This report examines this policy shift and its potential implications for corporate sustainability efforts and the […]
Click here to read the complete postDeconstructing the “Anglo-American” Corporate Model
In the mid-1950s, L.C.B. Gower, a pre-eminent U.K. corporate law academic, was a visiting professor at Harvard Law School. An intriguing by-product was a 1956 Harvard Law Review article where he compared and contrasted numerous aspects of U.S. and U.K. company law. Similar multi-topic comparisons of these jurisdictions have been largely unknown since. Instead, combining […]
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Posted in Academic Research
Tagged Corporate governance, Shareholders, Stock Markets, Takeovers
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How Does Settling With an Activist Impact Shareholder Returns?
An examination of post-settlement stock price and M&A outcomes, as well as other implications Agreeing to a settlement ranks among one of the most consequential decisions a board can face. Settlements typically involve the addition of activist-supported directors, who often bring their own priorities into the boardroom. Increasingly, settlement agreements also call for the creation […]
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Posted in Practitioner Publications
Tagged Activism, Activists, Board of Directors, Shareholders
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AI in Focus in 2025: Boards and Shareholders Set Their Sights on AI
KEY TAKEAWAYS In 2024, public companies and shareholders increased their focus on artificial intelligence (AI), in terms of both board level oversight and shareholder proposals. The percentage of companies providing some disclosure of board oversight increased by more than 84% year over year and more than 150% since 2022. The increases were seen across all […]
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Posted in Practitioner Publications
Tagged AI, Board of Directors, Public Companies, Shareholders
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