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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
Weekly Roundup: October 4-10, 2024
ESG Shareholder Resolutions Posted by Lindsey Stewart, Morningstar, Inc., on Friday, October 4, 2024 Tags: Big Three, ESG, Proxy, Shareholders 2024 Top 250 Annual Incentive Plan Report Posted by Jose Furman, FW Cook, on Saturday, October 5, 2024 Tags: ESG, Executives, Proxy advisors, S&P 500 Sustainability and ESG: Where Are We Now? Posted by Leah […]
Click here to read the complete postClimate Shareholder Proposals: A More Sophisticated Discourse
Shareholder proposals offer a glimpse into investor and market sentiment on key corporate governance issues, including how companies are managing environmental and social impacts, risks, and opportunities. The topic of climate features prominently in shareholder proposal campaigns, as it remains a key priority for policymakers, investors, and corporate boards. ISS-Corporate analyzed shareholder proposals and voting […]
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Posted in Practitioner Publications
Tagged Climate, climate proposals, emissions, Shareholders
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Control and Its Discontents
In Control and its Discontents, forthcoming in the University of Pennsylvania Law Review, we examine the Delaware courts’ growing skepticism toward corporate actions in controlled companies. This skepticim culminated in three recent decisions — Tornetta, Match and Sears Hometown – which have potentially wide-ranging implications. Language in the decisions suggests the possibility that, going forward, […]
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Posted in Academic Research, Delaware Law Series
Tagged Coster, Delaware Court, MFW, Sears Hometown
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Preparing for California’s Climate Disclosure Laws
When California Governor Gavin Newsom signed SB 253 and 261 into law last year—creating the first broad, industry-agnostic domestic climate reporting obligations for U.S. companies doing business in California—he did so with a caveat. His signing statements pointed out infeasible implementation deadlines (here and here) and potentially “inconsistent” reporting that could result based on the […]
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Posted in Practitioner Publications
Tagged California, Climate Disclosure, emissions, Gavin Newsom
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Investor Choice
First announced in November 2022, Vanguard’s Investor Choice pilot program has enabled individual investors to express their perspective on shareholder matters at the companies held in their equity index funds. We believe that Investor Choice is an impactful way to empower individual investors in specific Vanguard funds to more directly influence how their proxies are […]
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Posted in Practitioner Publications
Tagged ESG, investors, Shareholders, Vanguard
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The Surprising Survival—So Far—of the Corporate Contribution Ban
In Citizens United v. Federal Election Commission, the Supreme Court invalidated the longstanding ban on the expenditure of corporate funds in federal election campaigns. In so doing, the Court dismissed outright an argument that had long been the foundation for the restriction of corporate money in election campaigns – that, due to the “substantial aggregations […]
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Posted in Academic Research
Tagged Buckley v. Valeo, Citizens United v. FEC, Elections, FEC v. Beaumont
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Uncertainty on Governance Rights in Stockholders Agreements Continues Pending a Decision in the Appeal of Moelis
Important recent Delaware developments on the issue of the facial validity of governance rights granted by corporations in stockholders agreements have included (i) the issuance by the Court of Chancery of three major decisions (all by Vice Chancellor Laster)—West Palm Beach Firefighters Pension Fund v. Moelis (Feb. 23, 2024); Wagner v. BRP Group (May 28, 2024); and Seavitt v. […]
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Posted in Delaware Law Series, Practitioner Publications
Tagged delaware, moelis, Seavitt, Wagner
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Technology Leadership in the Boardroom: Driving Trust and Value
Each year, NACD leverages the perspectives and experience of its members and appoints a Blue Ribbon Commission, an experienced collective of directors, investors, subject-matter experts, and leading governance professionals. The Commission examines and develops recommendations and tools to address the most challenging issues facing boards. Blue Ribbon Commission Reports (BRCs) have been strengthening corporate governance […]
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Posted in Practitioner Publications
Tagged Board leadership, Board of Directors, Corporate governance, technology
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A Diverse View on Board Diversity
Corporate governance centers on the board of directors, a critical group responsible for guiding an organization’s strategic direction and overseeing its operations. In recent years, research on board diversity has significantly increased, with most studies indicating that it brings positive effects, ranging from enhanced economic performance to broader societal benefits. The concept of “board diversity” […]
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Posted in Academic Research
Tagged board diversity, Political Polarization, Political Realignment, Viewpoint Diversity
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SEC Enforcement Sweep Picks up Multiple Companies and Insiders with Late Filings
Can we call it a year-end tradition yet? It’s almost the end of the SEC’s fiscal year, and, as it did last year around this time, the SEC has just announced a big Enforcement sweep of multiple companies and some individuals—23 in total—for failing to timely file Section 16(a) short-swing trading reports (Forms 3, 4 and 5) […]
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Posted in Practitioner Publications
Tagged enforcement, Exchange Act, Public Companies, SEC
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