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Program on Corporate Governance Advisory Board
- Peter Atkins
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- Kerry E. Berchem
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- Arthur B. Crozier Christine Davine
- Renata J. Ferrari
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HLS Faculty & Senior Fellows
Author Archives: Tarik Samman
Missing MOMs: Freezeouts in the New Doctrinal Regime and the MOOM Alternative
Freezeouts (that is, transactions in which a controlling shareholder buys out the minority shareholders) pose a significant conflict of interest because the controller stands on both sides of the transaction: as a buyer and as the party who dominates the seller. As a result, Delaware courts subject freezeouts to “entire fairness” review, an enhanced form […]
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Posted in Academic Research
Tagged Freezeouts, MFW, MOMs, SolarCity
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SPAC Litigation Continues to Churn in the Belly of the Chancery Beast
As this blog has consistently observed, although the well of SPAC mergers substantially dried up a few years ago, the wave of lawsuits stemming from those de-SPAC mergers has not abated. In the latest decision addressing claims for breach of fiduciary duty arising from a de-SPAC merger, Solak v. Mountain Crest Capital LLC, Vice Chancellor Glasscock […]
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Posted in Delaware Law Series, Practitioner Publications
Tagged de-SPAC, MCAD, Shareholders, SPAC
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Shareholder Proposals on Nature: Resurgence and New Frameworks
Corporate impacts and dependencies related to nature have garnered considerable attention in recent years, with growing interest also reflected in shareholder proposal campaigns focused on nature-related issues. The landmark 2022 COP 15 summit that established the Kunming-Montreal Global Biodiversity Framework, the launch of the Taskforce on Nature-related Financial Disclosures (TNFD) in 2021, and the inclusion of Biodiversity and […]
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Posted in Uncategorized
Tagged Biodiversity, corporate sustainability, Environment, Shareholder proposals
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SEC Enforcement Heats up on Key Public Company Topics
The U.S. Securities and Exchange Commission’s (“SEC”) Division of Enforcement has recently brought a spate of enforcement actions relating to key topics for public companies. These include enforcement actions related to cybersecurity incident disclosure, director independence and Regulation Fair Disclosure (“Reg FD”) violations, which are described below , and actions based on Section 13 and […]
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Posted in Practitioner Publications
Tagged cyber disclosure, Public Companies, Regulation Fair Disclosure, SEC
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Policy Survey 2024: ESG Issues
This post provides an overview of a section of Glass Lewis’ 2024 Policy Survey, conducted to inform their annual “benchmark” policy guideline updates. Voting on Non-Financial Reporting In Spain and Switzerland, companies are now required to prepare a report on non-financial matters (i.e., environmental, social, and employment-related matters, respect for human rights, and anti-corruption) on […]
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Posted in Practitioner Publications
Tagged Corporate governance, ESG, investors, Shareholder voting
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Fortune 1000 Say-on-Pay: An Analysis of Shareholder Engagement in Response to Adverse Votes
Background SEC rules require that all public companies hold a separate shareholder advisory vote to approve the compensation of executives, known as “say-on-pay”. This includes compensation disclosed under S-K Item 402 such as CD&A, the compensation tables, and other narrative executive compensation disclosures. In most years for the majority of companies this vote passes with […]
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Posted in Practitioner Publications
Tagged Public Companies, Say on pay, SEC, shareholder engagement
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Navigating the Economic Landscape: Why Boards Need Thoughtful Analysis
In an era where data is abundant, yet often overwhelming, corporate leaders are not only challenged to gather information but to also discern its quality and relevance. Information gathering has grown increasingly complex, as rapid data influx fuels market volatility and economic uncertainty. Today, more than ever, it is crucial to look beyond mere numbers […]
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Posted in Practitioner Publications
Tagged Board leadership, Board of Directors, Corporate governance, data analytics
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Weekly Roundup: November 15-21, 2024
Remarks by Chair Gensler Before PLI’s 56th Annual Institute on Securities Regulation Posted by Gary Gensler, U.S. Securities and Exchange Commission, on Friday, November 15, 2024 Tags: Corporate governance, Crypto, investors, SEC How Investment Stewardship Of Digital, Cybersecurity and Systemic Risk Governance Drives Alpha Posted by Bob Zukis and Fay Feeney, Digital Directors Network, on […]
Click here to read the complete postDirectors: Know the Risks before Caving to Activist Demands for a Public Sales Process
Disclosing a strategic review can be the most important decision of a public company director’s tenure. Directors facing activist pressure to announce should weigh the benefits and costs, including the probability and consequences of failing to find a buyer. In December 2021, Bloomberg reported that activist JANA Partners had taken a stake in Mercury Systems […]
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Posted in Practitioner Publications
Tagged Activists, Board of Directors, Disclosure, Public Companies
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Cyber Whistleblower Leads to DOJ Civil Settlement
Key Takeaways: Companies should consider adding cybersecurity personnel to their compliance teams. Given the technical nature of many cyber and AI whistleblower claims, it is important that the investigation team has the necessary expertise to evaluate the allegations or has access to consultants who can assist in that evaluation. Companies should also take steps to […]
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Posted in Practitioner Publications
Tagged Cybersecurity, Department of Justice, FCA, Whistleblowers
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