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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
Governance Protections of the 1940 Act and Abuses Allowed by Annual Meetings
The New York Stock Exchange’s (NYSE) 1920s-era annual shareholder meeting requirement for listed closed-end funds (CEFs) has left open an end-run around the governance protections of the Investment Company Act of 1940 (1940 Act), the landmark law governing mutual funds and other registered investment companies. Recently, the NYSE proposed a rule amendment that would realign […]
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Posted in Practitioner Publications
Tagged CEFs, Corporate governance, ICI, NYSE, SEC
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SEC Charges Four Companies for Misleading Cyber Disclosures
Key Takeaways: On October 22, 2024, the U.S. Securities and Exchange Commission announced settled charges in separate actions against four technology companies who had been downstream victims of the unprecedented 2020 SUNBURST cyber-attack. These actions represent the SEC’s first resolutions based on its multi-year investigations into the adequacy and accuracy of disclosures made by victims […]
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Posted in Practitioner Publications
Tagged Cybersecurity, SEC, SUNBURST, Unisys
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The Case for Multigenerational Corporate Boards
Just 5% of board directors are under the age of 50. But research indicates that more age-diverse boards may possess unique business advantages. A company’s governance practices can provide valuable insights into its risk management and sustainability—and a company’s board composition is a key factor to consider. Research—our own included—indicates that the age diversity of […]
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Posted in Practitioner Publications
Tagged Board of Directors, Corporate governance, R&D, S&P500
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What Chief Sustainability Officers Are Thinking
Below is a summarized collection of insights that we have heard from Chief Sustainability Officers (CSOs) recently. Covering topics such as how global businesses are approaching sustainability strategies, responding to reporting requirements, addressing stakeholder feedback and communicating their priorities, these insights highlight the importance of sustainability across industries and the role of collaboration in driving […]
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Posted in Practitioner Publications
Tagged Climate, CSOs, ESG, Sustainability
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Hail to the (Returning) Chief
The long shadow of former CEOs as change agents has touched companies from Starbucks to Disney. Charismatic former executives have successfully lobbied company board members to oust their successors. These situations rely heavily on past relationships and goodwill with members of the board, and are something of a family affair. Former senior executives with industry […]
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Posted in Practitioner Publications
Tagged Activism, Activist, CEOs, Shareholders
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Weekly Roundup: October 25-31, 2024
Why Boards are Focused on Human Capital Governance and Risk Posted by John M. Bremen, Kenneth Kuk, and Don Delves, Willis Towers Watson, on Friday, October 25, 2024 Tags: Board of Directors, Corporate governance, Human capital, Management 2024 U.S. Board Index Posted by Julie Daum and Laurel McCarthy, Spencer Stuart, on Saturday, October 26, 2024 […]
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53% of directors say the C-suite’s competing priorities poses a significant challenge 76% say the US regulatory environment poses a moderate or serious risk vs 56% of CEOs 66% agree or strongly agree there will be a recession in the next 6 months Directors see election and economic headwinds on the horizon Directors are assessing […]
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Posted in Practitioner Publications
Tagged Board of Directors, CEOs, cyber risks, M&A
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Barking without Biting: How Corwin did not Change M&A
Our working paper, Barking without Biting: How Corwin Did Not Change M&A, explores the influence of two Delaware Supreme Court decisions—C & J Energy (2014) and Corwin (2015)—on deal practice. The decisions have faced criticism for potentially curbing directors’ fiduciary duties by reducing the ability of plaintiffs to seek remedies for breach of fiduciary duties […]
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Posted in Academic Research, Delaware Law Series
Tagged C& J Energy, Corwin, Delaware Supreme Court, M&A
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Partnering Between Established Companies and Startups
Well-established companies thrive by accumulating capabilities, including by partnering with start-up companies. In those partnering arrangements, the established company often has greater capabilities, market access, technology capital and management skill in all areas but one. But, the startup is among the best in the world at that one area. That one area may, for example, […]
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Posted in Practitioner Publications
Tagged Contracts, deals, Partnerships, Startups
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CEO and Executive Compensation Practices in the Russell 3000 and S&P 500
While boards need to prepare for increases in total executive compensation to ensure their companies remain competitive in the market for top leadership talent, they should also be mindful of stakeholder perception and their companies’ own long-term goals when designing compensation packages. This report documents trends and developments in senior management compensation at companies in […]
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Posted in Practitioner Publications
Tagged CEO compensation, Executive Compensation, Russell 3000, S&P 500, salary
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