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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
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- Jason M. Halper William P. Mills
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HLS Faculty & Senior Fellows
Author Archives: Tarik Samman
Risk, the Limits of Financial Risk Management, and Corporate Resilience
In managing their risk, firms can mitigate some risks they are exposed to using financial instruments instead of changing their operations. The most used financial instruments to mitigate risk are derivatives. Mitigating risks operationally can be extremely expensive. Mitigating risks using financial instruments can be extremely cheap. As a result, using financial instruments, such as […]
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Posted in Academic Research
Tagged Financial Risk, Hedge funds, Risk management, Shareholders
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DOJ & SEC Bring Enforcement Actions Against Short Sellers
The US Securities and Exchange Commission (SEC) and the US Department of Justice (DOJ) recently announced parallel actions against an activist short seller and his firm, charging them with multiple counts of securities fraud. The charges are the latest reminder of the prevalence of short sellers who seek to drive down the stock price of […]
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Posted in Practitioner Publications
Tagged Activists, DOJ, Rule 13f-2, SEC
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13F rulemaking petition
The Society for Corporate Governance (“Society”), the National Investor Relations Institute (“NIRI”), and NYSE Group, Inc. (“NYSE”) jointly petition the U.S. Securities and Exchange Commission (“SEC”) to request that the SEC initiate a rulemaking to modernize its Section 13(f) disclosure rules by reducing the outdated 45-day filing period to no more than five business days […]
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Posted in Practitioner Publications
Tagged 13F, Petition, SEC, Securities Exchange Act of 1934
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Securities Law Updates
The federal court decision that struck down the FTC’s noncompete ban, blocking it from taking effect nationwide on September 4 New filing deadlines for Schedule 13G, which become effective on September 30 New increases to SEC registration fees that become effective October 1 A recent push by the Investor Coalition for Equal Votes (ICEV) discouraging […]
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Posted in Practitioner Publications
Tagged CEOs, Investor Coalition for Equal Votes (ICEV), SEC, SolarWinds
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The New Power Brokers: The Rise of Asset Manager Capitalism and the New Economic Order
On June 2, 2021, after a grueling six month proxy battle with the investment firm Engine No. 1, oil and gas giant Exxon Mobil reported final vote results from its annual shareholder meeting, announcing the election of three of Engine No. 1’s nominees to the company’s nine-person board. Engine No. 1’s victory represented a watershed moment. The activist […]
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Posted in Practitioner Publications
Tagged Asset Manager, Brokers, ESG, Exxon
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Hot Topics for Boards and Committees
The following topics are likely to be on the agenda for public company boards and board committees in the coming year. While we have organized these topics into separate sections for the board and its audit, compensation and nominating and governance committees, the appropriate governing body for introducing these topics will vary from company to […]
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Posted in Practitioner Publications
Tagged Audit, Board of Directors, Corporate governance, Executive Compensation
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Stand by ESG? The State of 2024 U.S. Sustainability Reports
Introduction A lot has happened in the sustainability world since we published our State of 2023 U.S. Sustainability Reports one year ago. The long-awaited U.S. Securities and Exchange Commission’s climate disclosure rule was legally challenged and halted within a few months of it being finalized. Ironically, California finalized its own climate disclosure rules that go beyond the […]
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Posted in Practitioner Publications
Tagged AI, Board of Directors, ESG, Sustainability
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Weekly Roundup: September 13-19, 2024
Lying in Corporate Elections Posted by Kai H. E. Liekefett and Derek Zaba, Sidley Austin LLP, on Friday, September 13, 2024 Tags: Elections, Proxy season, SEC, Shareholders Debt portability provides a lifeline for M&A Posted by Binoy Dharia and Justin Wagstaff, White & Case LLP, on Saturday, September 14, 2024 Tags: Debt, M&A, Market, Short-term […]
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Posted in Weekly Roundup
Tagged Weekly Roundup
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Delaware Supreme Court Ruling on Advance Notice Bylaws
The Delaware Supreme Court in Kellner v. Aim Immunotech recently ruled on the enforceability of a “modern” set of advance notice bylaws. Advance notice bylaws are the key tool corporations have to regulate the director nomination process and ensure full and fair disclosure to stockholders in a proxy fight. Critically, advance notice bylaws also allow the […]
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Posted in Delaware Law Series, Practitioner Publications
Tagged Bylaws, Delaware Supreme Court, Kellner v. AIM Immunotech Inc., Proxy fights
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