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Program on Corporate Governance Advisory Board
- Peter Atkins
- David Bell
- Kerry E. Berchem
- Richard Brand
- Daniel Burch
- Paul Choi
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- Arthur B. Crozier
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
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- Jason M. Halper William P. Mills
- David Millstone
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HLS Faculty & Senior Fellows
Author Archives: Victoria Sidoti
Supreme Court: SEC May Seek Disgorgement of Profits Without Proving Investor Loss
The Supreme Court’s unanimous decision resolves a significant question regarding the SEC’s disgorgement authority, foreclosing defendants from contesting disgorgement awards based on the absence of investor financial harm. On June 4, 2026, the Supreme Court unanimously held in Sripetch v. Securities and Exchange Commission that the SEC need not prove that investors suffered pecuniary loss […]
Click here to read the complete postStay Grounded on Moonshot IPOs
The impending SpaceX initial public offering (IPO) has some investors looking for a liftoff in their index funds and ETFs—even as others brace for potential volatility. While Vanguard’s index products will purchase shares in SpaceX in the days and weeks following the IPO launch, we will take a more grounded approach. Investors should understand that […]
Click here to read the complete postWeekly Roundup: June 12-18, 2026
Director Elections: All Quiet on the Proxy Front, but Will It Last? Posted by Rajeev Kumar and Meighan McGowan, Georgeson & Computershare, on Friday, June 12, 2026 Tags: Board oversight, director elections, Executive Compensation, Institutional Investors, Proxy advisors, Proxy voting, Say on pay, shareholder engagement The 2026 Proxy Season in Progress Posted by Blair Jones, […]
Click here to read the complete postTariff Disclosures and Executive Compensation
Executive Summary This report analyzes the impact of recent tariffs on executive compensation plans across 2026 proxy statement filings from S&P 500 companies. Drawing on the 406 proxy (DEF 14A) statements filed from January 1, 2026 to May 1, 2026—representing 81.2% of the S&P 500 index—the report documents how compensation committees characterized, measured, and responded […]
Click here to read the complete postISS Calls It Dilution. It Isn’t
Using equity as part of employee compensation reinforces an ownership culture across the employee base. And ownership by employees, executives, and board members has been shown to create value over the long term. Having “skin in the game” is largely considered a good idea. Yet, companies often receive pushback from proxy advisors such as ISS […]
Click here to read the complete postInvestor Activists Are Now Targeting Your AI Strategy
Artificial intelligence is emerging as a new attack theme for shareholder activists. What many companies frame as a long-term innovation story is increasingly being viewed by activists as a short-term lever to drive unlock cost savings, improve productivity and accelerate growth. Activists are now targeting companies that are not moving fast enough to capture these […]
Click here to read the complete postDirector Elections: All Quiet on the Proxy Front, but Will It Last?
For many US public companies, the 2026 proxy season has been notably calm in two areas that boards and management teams watch closely: director elections and ‘say on pay’. Director nominees continue to receive strong shareholder support, and executive compensation programs have been passing at high rates. At first glance, the results suggest that investors […]
Click here to read the complete post2026 Proxy Season Trends: The Fracturing of Shareholder Power
Introduction The 2026 proxy season confounded many of the assumptions that issuers, activists, and advisors have relied upon for more than a decade. While headlines suggest a retreat of shareholder activism and a rollback of ESG‑driven governance, the reality is more complex—and, in many respects, more destabilizing. Rather than a return to management dominance or […]
Click here to read the complete postThe 2026 Proxy Season: Shareholder Proposal Trends
The 2026 proxy season thus far has been out-of-the-ordinary, impacted by regulatory and policy developments that required companies and shareholders to adapt their shareholder proposal and engagement strategies. As a result of these unusual circumstances, particularly when coupled with uncertainty about the evolving role of the Securities and Exchange Commission (“SEC”) and potential rule changes […]
Click here to read the complete postShareholder Activism – 2026 Mid-Year Review
A strong 2025 for shareholder activism has carried forward into the first half of 2026, with a variety of significant activist engagements and campaigns this proxy season. Activist campaigns have largely focused on operational, strategic, capital allocation, and governance-related improvements, with new activity in the M&A and IPO markets expected to impact activist demands and […]
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