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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
2024 Director Compensation Report
EXECUTIVE SUMMARY FW Cook’s 2024 Director Compensation Report studies non-employee director compensation at 300 companies of various sizes and industries to analyze market practices in pay levels and program structure. Approximately 95% of companies overlap between this year’s and last year’s study. At median, total director compensation saw more muted increases in 2024 as compared […]
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Posted in Practitioner Publications
Tagged Board of Directors, Compensation committees, Director compensation, Executive Compensation
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Is There a Business Case for Racial Diversity on Corporate Boards?
Public firms in the United States have seen a significant push towards increasing racial diversity on corporate boards, spurred by a combination of legislative action, listing requirements and shareholder pressure. In 2019, California’s Assembly Bill No. 979 was proposed in the legislature, mandating that publicly traded companies headquartered in the state include racial-ethnic minorities on […]
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Posted in Academic Research
Tagged BLM, board diversity, Board of Directors, racial diversity
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Settled Actions Reiterate SEC’s Broad Interpretation of Rule 21F-17(a) Whistleblower Impediments
On September 9, 2024, the Securities and Exchange Commission (the “SEC”) announced settled enforcement actions against seven public companies for Rule 21F-17(a) violations. Rule 21F-17(a) of the Securities Exchange Act of 1934 prohibits any person from taking any action to impede individuals from contacting the SEC to report a possible securities law violation, including enforcing […]
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Posted in Practitioner Publications
Tagged Rule 21F-17, SEC, Settlements, Whistleblowers
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Activism Vulnerability Report
Introduction & Market Update As summer wraps up, the landscape of shareholder activism has defied the usual mid-summer slowdown in North America, with plenty of high-profile campaigns. Activist investors have targeted some of the country’s most recognizable companies, after a relatively slow first quarter. The current state of activism is marked by high-profile battles, with […]
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Posted in Practitioner Publications
Tagged Activism, AI, Antitrust, M&A
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Non-Corporate Freezeouts: Theory and Evidence
Corporate freezeouts (that is, transactions in which the controlling shareholder of a corporation buys out the minority shares) are subject to enhanced judicial scrutiny in the form of entire fairness review. In contrast, this form of judicial review often does not apply to freezeouts of non-incorporated business entities because the controlling shareholder of those entities […]
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Posted in Academic Research
Tagged Controlling shareholders, Fairness review, Freezeouts, Minority shareholders
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Key Takeaways from SEC Fraud Charges Against the CEO, CFO, and Audit Committee Chair of Kubient
Earlier this month, the SEC brought accounting fraud charges in the U.S. District Court for the Southern District of New York against the CEO, CFO, and Audit Committee Chair of Kubient, a company that purported to use AI services to detect fraud in advertisements.[i] The charges focused on the CEO’s scheme to inflate the company’s […]
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Posted in Practitioner Publications
Tagged CEOs, CFOs, Fraud Charges, SEC
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The Magnificent 7: A Sustainability Perspective
Key Takeaways Reflecting their strong contribution to major indices, the so-called Magnificent 7 U.S. stocks have been a major focus of investor attention. This article considers the sustainability performance of the Magnificent 7 compared with the remaining equities in the STOXX USA 500. The article examines six ESG and climate metrics and considers aggregate performance […]
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Posted in Practitioner Publications, Uncategorized
Tagged carbon emissions, Climate, Climate change, ESG, Sustainability
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Shareholder Rights and the Bargaining Structure in Control Transactions
State corporate law grants shareholders two key sets of rights in mergers and acquisitions (M&A). First, shareholders have statutory rights, such as voting on the transaction and appraisal rights for dissenting shareholders. Second, shareholders are entitled to loyal conduct by corporate fiduciaries—managers and directors—through the enforcement of their fiduciary duties. However, legal reforms in recent […]
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Posted in Academic Research
Tagged Fiduciary duties, M&A, mergers and acquisitions, Revlon, Shareholder voting
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Trio of SEC Enforcement Actions Underscores Importance of Internal Controls
In the past few weeks, the Securities and Exchange Commission (“SEC”) has announced three settled enforcement actions alleging violations of the internal controls provisions of the federal securities laws. The cases are notable less for the SEC penalties involved—which ranged from no penalty to $400,000—but rather for the other, more dire consequences the companies experienced […]
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Posted in Practitioner Publications
Tagged CIRCOR, enforcement, National Energy, Portland General, SEC
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Unveiling Key Trends in AI Shareholder Proposals
Overview AI is the hot topic of 2024. Companies see the opportunity to gain efficiency and drive growth through the adoption of AI, while not ignoring upcoming regulatory obligations and rising investor expectations. Investors want companies to adopt AI to enhance or at least uphold their competitiveness, but they are also increasingly worried about the […]
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Posted in Practitioner Publications
Tagged AI, Artificial intelligence, Proxy advisors, Shareholder proposals
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