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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
- 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
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Victoria Sidoti
Statement by Commissioner Peirce on the Costs, Risks, and Privacy Concerns of the Consolidated Audit Trail
Today, the Commission issued a long-awaited concept release as part of its comprehensive review of the Consolidated Audit Trail (“CAT”). I hope that the comments we receive will meaningfully inform the Commission’s reassessment of the troubled and troubling CAT and prompt a broader reconsideration of our approach to financial surveillance. The CAT, now in its teenage years, […]
Click here to read the complete postWeekly Roundup: April 10-16, 2026
Meta’s New Executive Pay Plan Ties Nearly $1 Billion to Stock Performance Posted by Joyce Chen, Equilar, Inc., on Friday, April 10, 2026 Tags: Executive Compensation, executive pay, Meta, Stock performance, Tesla The Expanding Role of the Audit Committee Chair Posted by Jenna Fisher and Catherine Schroeder, Russell Reynolds Associates, on Saturday, April 11, 2026 […]
Click here to read the complete postAgent Washing: Disclosure Risks in the Emerging Market for AI Agents
Key Takeaways: “Agent washing” creates heightened securities disclosure risk beyond traditional AI washing. As companies increasingly market “AI agents” as drivers of growth and efficiency, imprecise or inflated claims about autonomy, functionality, or business impact are more easily testable—and therefore more vulnerable to scrutiny by regulators, plaintiffs, and investors. Public statements tying agentic AI to […]
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Posted in Practitioner Publications
Tagged agent washing, AI, AI agents, AI Washing, disclosure risk
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Sponsor-Designated Lenders’ Counsel
In recent years, there has been much written about the rise of borrower-friendly loan terms in leveraged lending. But overlooked in the literature is a set of unorthodox practices outside of the loan documents that may also undermine lender protections. Specifically, sponsors who borrow for their leveraged buy-outs routinely designate and pay their lenders’ counsel. […]
Click here to read the complete postStewardship Survey Report
Introduction This document provides results and key findings from Glass Lewis’ Investor Stewardship Survey, performed in Q4 2025. The goal of this survey has been to better understand how investors structure, resource, and execute stewardship in an increasingly complex operating environment. The findings highlight how stewardship has become an established and increasingly sophisticated discipline, where […]
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Posted in Practitioner Publications
Tagged Asset Managers, ESG, investor stewardship, investors, Stewardship
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From No‑Action to Court Action: Rule 14a‑8 Exclusions Face Legal Scrutiny
It is early yet in the 2026 proxy season, but it has already been an eventful one. The theme for this year might be that while shareholder proposals making it to ballots, particularly on environmental, social and governance (“ESG”) topics are down, litigation is notably up. Litigation has been filed to date against both corporate […]
Click here to read the complete postCorporate Values
Corporate values are having a moment. Once implicit and largely invisible, they now sit at the center of corporate decision-making—shaping how firms hire, market, invest, and even speak. Consumers boycott, employees mobilize, and governments respond, all based on perceived alignment (or misalignment) between corporate conduct and societal values. In this environment, corporate values can make […]
Click here to read the complete postHow Germany’s Regulatory Reset Changes Investor Engagement and What It Means for The Market
If you have spent any time dealing with collaborative engagement campaigns across borders, you will know the feeling: a room full of like-minded investors, a shared concern about a company’s governance or climate trajectory, and then a question brings tension to the room — “Could we be seen as acting in concert?” For stewardship professionals […]
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Posted in Practitioner Publications
Tagged Capital markets, ESG, ESG investing, Germany, investors, Stewardship, sustainable finance
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Should Boards Be Wary of Informal Settlements With Shareholder Activists?
Key Points Informal settlements between activist investors and their corporate targets can be a means to resolving activist situations quickly. But informal agreements generally only work where the company and the activist can find enough alignment on the strategic priorities for the company, and the company can trust the activist to abide by their informal […]
Click here to read the complete postReaffirming the Fundamental Right to Shareholder Proposals and Enhancing Board Accountability via Private Ordering
Spring 2026 Policy Amendment 1: Shareholder Proposals CII amended Policy 1.5 by inserting this sentence: “The ability to submit and vote on shareholder proposals is a fundamental right and allows investors to monitor and hold corporate management accountable.” The full policy is now: 1.5 Shareowner Participation: The ability to submit and vote on shareholder proposals […]
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