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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
CEO and C-Suite ESG Priorities for 2026
Drawing on The Conference Board® C-Suite Outlook 2026 global survey of business leaders, this report analyzes how CEOs and CSuite executives in Europe, North America, and globally are recalibrating environmental, social & governance (ESG) priorities for 2026 amid heightened disruption, uncertainty, and execution risk. Trusted Insights for What’s Ahead® CEOs globally ranked AI as the […]
Click here to read the complete postWeekly Roundup: February 6-12, 2026
Shareholder Engagement: Is the Power of Proxy Advisors and Institutional Investors Shifting? Posted by Lillian Tsu and Shuangjun Wang, Cleary Gottlieb Steen & Hamilton LLP, on Friday, February 6, 2026 Tags: Corporate governance, dei, ESG, Institutional Investors, Proxy advisory, Shareholder voting Shareholder Engagement in Flux: Recent Developments and Practical Implications Posted by Justin C. Nowell, […]
Click here to read the complete postLimited Risk Disclosure Updates Despite Political and Economic Volatility
The pace of change in the external risk environment has been unrelenting over the past 12 months, as US companies have faced an unprecedented and highly dynamic set of external drivers impacting their businesses. These drivers have included significant political and regulatory shifts, a complex business environment combining low economic optimism and high interest rates […]
Click here to read the complete postCorporate Governance, Trust and the ‘Crisis of Insularity’
An important new survey encourages corporate boards to address rising signs of insularity within elements of its consumer base and society at large. In this context, “insularity” is described as a reluctance to trust anyone or anything “different from me.” It is thus a condition that can have an enormous influence on business, and […]
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Posted in Practitioner Publications
Tagged Board of Directors, CEOs, Corporate governance, Surveys
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Board Governance in 2026
Redefining board leadership to meet modern challenges Looking toward 2026, the responsibilities and expectations placed on corporate boards continue to evolve at an accelerating pace. Today’s directors are navigating a business environment shaped by a broader range of risks, fresh opportunities, and new approaches to leadership and oversight. The start of a new year represents […]
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Posted in Practitioner Publications
Tagged Board composition, Board of Directors, Corporate governance, Risks
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Delaware Case Applying Indemnification Materiality Scrape Creates Risks for the Unwary
In a recent post-trial opinion, the Delaware Superior Court, applying a representations and warranties materiality scrape under an M&A purchase agreement indemnification provision, held that the seller breached its absence of changes representation that no event had occurred that had or reasonably could have an “adverse effect” (as opposed to a material adverse effect) on the acquisition […]
Click here to read the complete postBoard of Director Compensation Practices in the Russell 3000 and S&P 500
This report examines how board director compensation practices across US public companies have evolved in 2025, drawing on comprehensive longitudinal data to assess levels, structures, mix, and emerging trends across the Russell 3000 and S&P 500. Trusted Insights for What’s Ahead Director pay has largely leveled off, rising just 2% in the Russell 3000 and […]
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Posted in Practitioner Publications
Tagged Board of Directors, Public Companies, Russell 3000, S&P 500
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Drafting Guidance from Delaware Supreme Court on Earnouts, Efforts Obligations, and Fraud
In Johnson & Johnson v. Fortis Advisors (Jan. 12, 2026), the Delaware Supreme Court reversed the Court of Chancery’s decision that, based on the implied covenant of good faith and fair dealing, Johnson & Johnson breached its efforts obligations with respect to the first earnout payment under the Merger Agreement pursuant to which, in 2019, it acquired […]
Click here to read the complete postDelaware Supreme Court’s Earnout Decision Reinforces Primacy of Contract and Illustrates the Limits of the Implied Covenant
On January 12, 2026, the Delaware Supreme Court issued an en banc opinion in Johnson & Johnson v. Fortis Advisors LLC, No. 490, 2024, 2026 WL 89452 (Del. Jan. 12, 2026), largely affirming and reversing in part a Court of Chancery post-trial decision that awarded former stockholders of Auris Health, Inc. (“Auris”) over $1 billion in damages in […]
Click here to read the complete post2026 Corporate Governance Trends to Watch
2026 begins with a business landscape that is unsettled yet full of possibility. Economic signals are mixed, and geopolitical tensions continue to reshape global markets. Technology (especially AI) is advancing at a breakneck pace, redefining how companies operate and how people work. Talent models are shifting, capital is beginning to flow more freely again, and stakeholders are asking tougher questions about how organizations […]
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