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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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- Theodore Mirvis
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HLS Faculty & Senior Fellows
Author Archives: Tarik Samman
SEC Dismisses In-House Proceedings Against Accountants Following Jarkesy
In the wake of the U.S. Supreme Court’s recent Jarkesy decision, the U.S. Securities and Exchange Commission (“SEC”) dismissed two contested Rule 102(e) proceedings against accountants, suggesting that the agency believes these proceedings to be unconstitutional. The Supreme Court recently held in SEC v. Jarkesy that the SEC’s in-house administrative proceedings violate the Seventh Amendment’s right to jury trial […]
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Posted in Practitioner Publications
Tagged Rule 102(e), SEC, SEC v. Jarkesy, Supreme Court
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Are Fintechs Prepared for More Regulatory Scrutiny? Questions Fintech Boards Will Want To Ask
Key Points The 2024 elections may usher in laws and regulations that impact fintechs, making it important for management to identify the areas that present the greatest challenges and opportunities. As fintechs grow, they should consider whether they have all necessary licenses to operate and whether existing compliance and risk management infrastructure should be augmented […]
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Posted in Practitioner Publications
Tagged Board of Directors, Fintechs, Regulations, Risks
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Debt portability provides a lifeline for M&A
Portability isn’t a typical feature of loan documents, but in a market where refinancing remains expensive and at times tricky, stakeholders are exploring how portability terms can help maintain M&A activity Given that the debt and M&A markets can be challenging or a resetting of debt terms in the context of a refinancing can be […]
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Posted in Practitioner Publications
Tagged Debt, M&A, Market, Short-term
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Lying in Corporate Elections
We live in polarising times. The current political and cultural environment is arguably the most heated and controversial in decades. One of the most prominent victims of our era: the truth. As Mark Twain famously said; “A lie can travel half way around the world while the truth is putting on its shoes.” Political election […]
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Posted in Practitioner Publications
Tagged Elections, Proxy season, SEC, Shareholders
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Weekly Roundup: September 6-12, 2024
DExit Drivers: Is Delaware’s Dominance Threatened? Posted by Stephen M. Bainbridge (UCLA), on Friday, September 6, 2024 Tags: delaware, DExit Drivers, Nevada, Reincorporating A Deeper Look at the Scope, Impact, and Risks of Company Political Spending Posted by Bruce Freed and Jeanne Hanna, Center for Political Accountability, on Saturday, September 7, 2024 Tags: American Politics, […]
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In the last days of June and in July, the U.S. Securities and Exchange Commission (“SEC” or “Commission”) brought a number of new litigated actions across a broad swath of hot-button areas, including crypto and activist short selling. July also saw significant developments in the closely watched SolarWinds litigation, which has the potential to reshape […]
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Posted in Practitioner Publications
Tagged Activists, Crypto, FTX, SEC, SolarWinds
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Trade Agencies’ New Corporate Governance Toolkit
A novel form of corporate regulation is on the rise. The “trade police,” as my article calls them, are the front-line bureaucrats who enforce the laws surrounding cross-border business. Their efforts determine whether billions of dollars of goods and services enter or exit the United States, and, in the last five years, lawmakers have overhauled […]
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Posted in Academic Research
Tagged Corporate governance, Supply chain, Trade, Trade Police
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Delaware Decision Provides Guidance for Drafting Earnout Provisions
In Medal v. Beckett Collectibles (Aug. 22, 2024), the Delaware Court of Chancery, at the pleading stage of litigation, declined to dismiss claims that Beckett Collectibles, LLC, by failing to make certain earnout payments, breached the Stock Purchase Agreement pursuant to which it had acquired Due Dilly Trilly, Inc. (“DDT”). While the decision focused on a number […]
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Posted in Delaware Law Series, Practitioner Publications
Tagged DDT, Medal v. Beckett Collectibles, practices, SPA
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Proxy Season Global Briefing: Board of Directors
The board of directors is at the heart of corporate governance – and as the responsibilities associated with the board expand to cover topics like ESG and cybersecurity risk oversight, as well as destabilizing market conditions and changing regulatory requirements, so do investor expectations. While average support for director elections remained high in most markets, […]
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Posted in Practitioner Publications
Tagged Board of Directors, Diversity, ESG, Shareholders
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Partisan bias in securities enforcement
Accusations that some federal agency has acted with partisan bias in enforcing the law—treating partisan allies more favorably than enemies, or enemies more harshly than allies—are commonplace in American politics today. Critics have leveled such charges at the Department of Justice, the Federal Bureau of Investigation, the Internal Revenue Service, and even the independent agency […]
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Posted in Academic Research
Tagged American Politics, democratic institutions, Donald Trump, SEC
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