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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
District Court Holds Missouri’s “Anti-ESG” Rules are Preempted by Federal Law, Violate First Amendment, and are Unconstitutionally Vague
On August 14, 2024, the U.S. District Court for the Western District of Missouri (the “District Court”) issued a decision ordering a permanent injunction against rules promulgated by the Missouri Securities Division, colloquially referred to as Missouri’s “Anti-ESG” Rules, requiring that broker dealers and investment advisers disclose to and obtain written consent from customers if […]
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Posted in Practitioner Publications
Tagged anti-ESG, District Court, ERISA, ESG, SIFMA
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ISS Opens Survey for 2025 Policy Changes; Glass Lewis Seeks Informal Feedback
ISS and Glass Lewis annual policy surveys have launched As is typical, executive compensation issues are covered in the Institutional Shareholder Services (ISS) and Glass Lewis annual policy surveys this year, with each survey seeking input on whether the policies should be revised to treat time-based equity awards with lengthy vesting periods more favorably than […]
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Posted in Practitioner Publications
Tagged Board oversight, Board performance, Executive Compensation, Poison pills
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The Sound of Silence in Corporate Director Resignations
One critical aspect of corporate governance is transparency between shareholders and management. Shareholders entrust managerial agents to run the firm’s operations while partaking in the profits from afar. This agency relationship creates information asymmetry between the passive shareholders and active day-to-day managers, limiting the shareholder’s ability to effectively monitor the firm’s operations (Jensen & Meckling, […]
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Posted in Academic Research
Tagged Board of Directors, director departure, director resignation, Fuqi, Puda Coal
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Recent Developments for Directors
Internal Accounting Controls Provide All-Purpose SEC Enforcement and Continued Focus on Cyber Last month, the SEC announced another enforcement action emphasizing the need for early disclosure of cybersecurity events. In the recent action, the company had taken three weeks to act on internal alerts of malware on its network and experienced a ransomware attack that did not […]
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Posted in Practitioner Publications
Tagged Board of Directors, Delaware Chancery, Loper Bright, SEC v. Jarkesy
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The Sustainability J-Curve
Ideal vs. Reality Companies often argue that sustainability lies at the core of their business strategy and directly impacts their long-term profitability. At the individual company level, it pays more to operate sustainably – we know that allocating capital to R&D, investing in employees, aligning with our stakeholders and our long-term shareholders, sets us up for far greater value creation and […]
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Posted in Practitioner Publications
Tagged corporate sustainability, investors, Sustainability, sustainability strategy
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Do I need to make money to go public?
With signs of a measured return of the IPO markets, companies and investors are revisiting the fundamental question, “What do I need to look like to go public?” In the pre-2020 market, a “unicorn” with a $1 billion valuation and $100 million in annual revenue was a promising IPO candidate (with some variation by vertical). […]
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Posted in Practitioner Publications
Tagged investors, IPOs, Market, SPAC
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Integrating Geopolitics and Sustainability for Future-Ready Leadership
In today’s global polycrisis, boards and executive teams alike must integrate a wider array of perspectives into their decision-making processes and align their businesses. A holistic approach that incorporates broader aspects of material risk is crucial for ensuring the resilience and sustainability of business operations. Here are key recommendations:
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Posted in Practitioner Publications
Tagged Board of Directors, Decision-making, Risks, Sustainability
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Federal Court Issues Nationwide Injunction Blocking FTC Non-Compete Ban
On August 20, 2024, Judge Ada Brown of the U.S. District Court for the Northern District of Texas issued a permanent injunction setting aside the Federal Trade Commission’s final rule banning non-compete agreements in Ryan LLC v. FTC. Last month, the court afforded temporary relief as to the named plaintiffs only by issuing a preliminary […]
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Posted in Practitioner Publications
Tagged FTC, Ryan LLC v. FTC
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Weekly Roundup: August 16-22, 2024
Firm Boundaries and Voluntary Disclosure Posted by John D. Kepler (Stanford Graduate School of Business), on Friday, August 16, 2024 Tags: disclosures, SEC, Stakeholders, Supply chain The 2024 Proxy Season in 3 Charts Posted by Lindsey Stewart, Morningstar, Inc., on Saturday, August 17, 2024 Tags: anti-ESG, E&S, ESG, Proxy season, SEC Insider Trading by Other […]
Click here to read the complete postManaging Cyber Risk: Breach Risk Trends in Public Companies
Introduction In the two years to January 2024, almost 700 cyber incidents were reported among Russell 3000 companies in the U.S., impacting more than 10% of the firms. One-third of those involved the compromise of a supplier or other third party, and the study also identified substantial third-party aggregate risk concentration across Russell 3000 firms. […]
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Posted in Practitioner Publications
Tagged cyber risks, Cybersecurity, ISS, Russell 3000
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