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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: Victoria Sidoti
Letter in support of the proposed amendments to § 122 DGCL
Dear Senator Townsend and Representative Griffith: I write in support of S.B. 313, and in particular the proposed amendments to Section 122 of the Delaware General Corporation Law (DGCL) that validate corporate power to enter into agreements that grant stockholders significant governance rights. These amendments respond to a recent decision by the Court of Chancery […]
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Posted in Academic Research, Delaware Law Series
Tagged delaware, Delaware law, DGCL, DGCL s.122, moelis, S.B. 313
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Key priorities for an “early days” GenAI strategy
We are in what might be termed the early days of generative AI (GenAI). It was only in November 2022 that the consumer release of ChatGPT captured the world’s imagination. Since then, companies have been struggling to keep pace as GenAI’s potential and risks continue to expand. Early leaders have developed a strategy to address […]
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Posted in Practitioner Publications
Tagged AI, AI risk, Artificial intelligence, board, corporate strategy, GenAI, Generative AI
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Section 122(18) DGCL: A proposed compromise
Delaware finds itself in a post-Moelis crisis. On the one hand, the Chancery Court’s opinion is a well-supported interpretation of current Delaware law. If DGCL § 141(a) imposes any restrictions at all, the stockholder governance agreement at issue in that case – an agreement that gave founder Ken Moelis almost complete control over corporate decisions […]
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Posted in Academic Research, Delaware Law Series
Tagged delaware, Delaware law, DGCL, moelis, stockholder agreements
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Call to Action: ISSB Global Adoption
The transition to a net zero, sustainable global economy requires an efficient allocation of capital, and effective management of the associated risks and opportunities. In this context, consistent, reliable and decision-useful sustainability data from organisations is essential. With this data: Corporate boards can better exercise their oversight responsibilities on how sustainability-related risks and opportunities should […]
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Posted in Practitioner Publications
Tagged call to action, Capital markets, carbon emissions, IFRS, ISSB, Sustainability
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Takeaways from SEC v. SolarWinds Motion to Dismiss Hearing
The SEC’s high-profile litigation against SolarWinds and its Chief Information Security Officer (CISO), Timothy Brown, reached a critical juncture on May 15, 2024, when the parties presented oral arguments before Judge Paul A. Engelmayer in the Southern District of New York on Defendants’ motion to dismiss. This client alert discusses the key critiques of the […]
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Posted in Practitioner Publications
Tagged CISO, cyber disclosure, Cybersecurity, SEC, SEC v. SolarWinds, SolarWinds
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The Perils of Governance by Stockholder Agreements (2): A Note on Unplanned Consequences
The Delaware Legislature is considering a proposal (“the proposal”) to amend Section 122 of the Delaware General Corporation Law (“DGCL”) to permit expansive use of stockholder agreements to opt out of the governance arrangements set by a company’s charter. (For a description of this proposal and the rationale offered in its accompanying Synopsis, see here) […]
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Posted in Academic Research
Tagged Activists, CEOs, Delaware General Corporation Law, Institutional Investors, stockholders
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Letter in Opposition to the Proposed Amendment to the DGCL
To the Honorable Members of the Delaware Legislature: We write to express our opposition to the proposed amendment to Section 122(18) of the Delaware General Corporation Law (“the Proposal”), introduced by the Corporation Law Section of the Delaware State Bar Association and ostensibly designed to respond to the decision in West Palm Beach Firefighters’ Pension […]
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Posted in Academic Research
Tagged delaware, Delaware General Corporation Law, Delaware legislation, Delaware Supreme Court, moelis
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(More) Observations on the Universal Proxy Card
In our previous article, (Much Too Early) Observations on the Universal Proxy Card, we reviewed what had occurred in the months immediately following the efficacy of the universal proxy rules, including by providing select observations regarding the first three contests in the universal proxy era. As our concluding observation, we noted that the more things […]
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Posted in Delaware Law Series, Practitioner Publications
Tagged delaware, Delaware law, Proxy Card, Proxy fights
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Boeing 737 MAX
We recently published a paper on SSRN (“Boeing 737 MAX”) that examines the organizational, leadership, and cultural breakdowns that contributed to the failure of the Boeing 737 MAX aircraft. In November 2018, a Boeing 737 MAX airplane crashed off the coast of Indonesia, killing all 189 passengers and crew members. Four months later, a second […]
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Posted in Academic Research
Tagged 737 MAX, Board oversight, Boeing, competitive pressure, design choices, FAA, governance failure, organizational risk, red flags, regulatory risk, Whistleblowers
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