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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
How 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 […]
Click here to read the complete postPeer Group Governance
Over the last two decades, peer groups have become ubiquitous in executive compensation. Spurred by investor scrutiny and reinforced by SEC compensation-disclosure reforms, boards increasingly justify pay decisions by reference to a set of “peer” firms. Boards rely on metrics such as where compensation sits relative to a peer median, whether incentives are “market,” and […]
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Posted in Academic Research
Tagged Corporate Goverance, empirical, Executive Compensation, Peer groups
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Delaware LLC Parties Cannot Bypass Fiduciary Waivers via Implied Covenant
On April 30, 2025, the Delaware Court of Chancery issued a memorandum opinion dismissing with prejudice a post-closing challenge to the VillageMD acquisition of CityMD. The Delaware Supreme Court later summarily affirmed. The Delaware Court of Chancery found that where an LLC agreement (i) eliminates fiduciary duties, (ii) authorizes conflicted action/self-interest, and (iii) expressly addresses […]
Click here to read the complete postThe Expanding Role of the Audit Committee Chair
The role of the audit committee chair has expanded meaningfully over the past decade. While responsibility for financial oversight remains foundational, today’s chairs are operating in an environment shaped by accelerating technological change, rising regulatory scrutiny, and a far more complex risk landscape. To better understand the evolving expectations of audit committee chairs, Russell Reynolds Associates […]
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Posted in Practitioner Publications
Tagged ACC, AI, Audit committee, CFOs, enterprise risk, Risk
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Weekly Roundup: April 3-9, 2026
A Beacon in the Storm: C-suite Mentoring as a Leadership Imperative Posted by Kurt Harrison and Suzanne Bose-Mallick, Russell Reynolds Associates, on Friday, April 3, 2026 Tags: C-suite, CEOs, Corporate Goverance, Culture Beyond the PSU Mandate Posted by Voytek Sokolowski, FW Cook, on Saturday, April 4, 2026 Tags: Corporate Goverance, Performance Share Units, Proxy advisors, […]
Click here to read the complete postRemarks by Chair Atkins on Regulatory Simplification and the SEC’s Core Mission
Thank you very much, Jim [Lee], and good morning, ladies and gentlemen. Governors Abbott and DeSantis, I am grateful to share the stage with you. And to Messieurs [Jim] Esposito and Lee, I thank you for the perspectives that you have shared and for the example that you have set. First principles have very clearly […]
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Posted in Practitioner Publications
Tagged Boom Belt, public markets, SEC, Stock Exchange
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