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Program on Corporate Governance Advisory Board
- William Ackman
- Peter Atkins
- David Bell
- Kerry E. Berchem
- Richard Brand
- Daniel Burch
- Paul Choi
- Jesse Cohn
- Arthur B. Crozier Christine Davine
- Renata J. Ferrari
- John Finley
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper
- Paul Hilal
- Carl Icahn William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
- Daniel Wolf
HLS Faculty & Senior Fellows
Author Archives: Tarik Samman
The Evolving Landscape of DEI Shareholder Proposals
Shareholder engagement in diversity, equity & inclusion (DEI) is evolving in response to broader shifts in corporate governance, investor priorities, and political and legal scrutiny. This report examines recent trends in DEI-related shareholder proposals and early insights from the 2025 proxy season, including declining investor support for DEI initiatives, the rise—but limited success—of “anti-DEI” filings, […]
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Posted in Practitioner Publications
Tagged Anti-DEI, dei, Proxy season, Shareholder proposals
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Weekly Roundup: April 18-24, 2025
Is Your Board Asking the Really Tough Questions about Risk? Posted by Mark Sexton and Paul Feldman, FTI Consulting, on Friday, April 18, 2025 Tags: Board of Directors, Cybersecurity, Management, Risks AI Readiness: The Four Steps CEOs Need to Take to Build AI-Powered Organizations Posted by Tristan Jervis, Russell Reynolds Associates, on Saturday, April 19, […]
Click here to read the complete postStrategic Governance of AI: A Roadmap for the Future
Introducing the Deloitte AI Governance Roadmap The Deloitte AI Governance Roadmap (“Roadmap”) is designed to help boards of directors (“boards”) understand their role and provide them with guiding questions to support effective oversight of AI. The Roadmap applies the Deloitte Governance Framework (“Framework”) to AI. The Framework, illustrated below, provides an end-to-end view of corporate […]
Click here to read the complete postPresentation of Arguments in a Brief of Current and Retired Practitioners and Professors as Amici Curiae in Support of Reversal of the Opinion of the Delaware Court of Chancery in In Re Tesla, Inc. Derivative Litigation
Tesla directors and stockholders ratified the stock-option incentive compensation contract between Tesla and Elon Musk twice, once in 2018 and again in 2024. Following each ratification, the Delaware Court of Chancery found flaws in the approval process, overrode both the shareholders and the board, and rescinded the compensation agreement. Following the second opinion, a group […]
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Posted in Academic Research, Delaware Law Series
Tagged Court of Chancery, delaware, Elon Musk, Shareholders, Tesla, Transactions
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2025 Say on Pay Reports
Say on Pay Results
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Posted in Practitioner Publications
Tagged Board of Directors, Proxy voting, Say on pay
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FÁCIL: Opening New Paths for the Capital Market in Brazil
All around the world, regulators are redesigning capital market frameworks to attract small and medium enterprises (SMEs), recognizing that public markets offer unique advantages for growth-stage companies, including superior price discovery, enhanced liquidity, greater financial statement comparability, and direct access to institutional capital. And yet, for many smaller businesses, this participation remains costly and complex. […]
Click here to read the complete postA Guide for Boards Evaluating Conflicted Transactions Under the Amended Delaware Law
In perhaps one of the most significant revisions to the Delaware General Corporation Law (DGCL), on March 25, 2025, the governor signed into law amendments overhauling much of the state’s law relating to conflicted transactions between corporations and their directors, officers, and controlling stockholders. The amendments are part of a trend to lend certainty to […]
Click here to read the complete postConsiderations in Proxy Disclosure
As companies prepare their proxy disclosures, ensuring transparency and clarity in executive compensation reporting remains a top priority. Investors expect well-structured disclosures that provide insight into board decisions, pay-for-performance alignment, and responsiveness to shareholder concerns. This update highlights three key areas in proxy disclosure with sample disclosure guidance on why this disclosure may be helpful […]
Click here to read the complete postSkin in the Game: Does Outside Directors’ Equity-based Compensation Induce or Mitigate Stock Price Crash Risk?
Stock price crashes—sudden and extreme negative movements in share prices—pose serious threats to shareholder value and corporate reputations. While these events often appear unpredictable, a growing body of research links them to weak corporate governance, especially the failure to disclose bad news in a timely manner. Our recent study, Skin in the Game, sheds light […]
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Posted in Academic Research, Delaware Law Series
Tagged Board of Directors, delaware, Delaware cases, investors
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Riding Out the Storm – A Non-Exhaustive Punch List for Compensation in Volatile Times
During any period of business uncertainty, board and compensation committee members, executive management teams and human resources leaders will feel pressure to act quickly. A singular proven strategy underscored successful compensation decisions through both the 2008 financial crisis and the COVID-19 pandemic—zoom out far enough to see the full picture and act in a manner […]
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