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Program on Corporate Governance Advisory Board
- William Ackman
- Peter Atkins
- David Bell
- Kerry E. Berchem
- Richard Brand
- Daniel Burch
- Paul Choi
- Jesse Cohn
- Arthur B. Crozier Christine Davine
- Renata J. Ferrari
- John Finley
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper
- Paul Hilal
- Carl Icahn William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
- Daniel Wolf
HLS Faculty & Senior Fellows
Author Archives: Victoria Sidoti
HLS Corporate Faculty Excels in SSRN’s 2023 Citation Rankings
Statistics released by the Social Science Research Network (SSRN) indicate that, as of the end of 2023, Harvard Law School Corporate Faculty featured prominently on SSRN’s law author rankings. These professors captured seven of the top 100 slots among the top 100 law authors in all legal areas in terms of citations to their work. Professor Lucian […]
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Posted in Program News & Events
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Comparing the SEC Climate Rules to California, EU and ISSB Disclosure Frameworks
The Securities and Exchange Commission (SEC) adopted its long-awaited climate disclosure rules on March 6, 2024. (For more information, see our recent Cooley client alert, webinar and resource page.) The final rules require US domestic companies and foreign private issuers (FPIs) to disclose qualitative and quantitative climate-related information in their registration statements and periodic reports in general alignment with […]
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Posted in Practitioner Publications
Tagged Climate Disclosure, compliance, disclosures, domestic companies, FPIs, framework, implications, SEC
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Key Considerations for the 2024 Annual Reporting and Proxy Season: Proxy Statements
Each year in our Annual Memo series, White & Case’s Public Company Advisory Group provides practical insights on preparing Annual Reports on Form 10-Ks, Annual Meeting Proxy Statements and, for FPIs, the Annual Report on Form 20-F. This installment of our Annual Memo will focus on key considerations for 2024 Annual Meeting Proxy Statements in three subsections: […]
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Posted in Practitioner Publications
Tagged annual reports, Board of Directors, Compensation disclosure, disclosures, Proxy season, proxy statements
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AI Governance Appears on Corporate Radar
Key Takeaways Only about 15% of companies in the S&P 500 provide some disclosure in proxy statements about board oversight of AI. Disclosure of board oversight of AI and directors’ AI expertise is primarily found in the information technology sector, with 38% of companies providing some level of board oversight disclosure. 13% of S&P 500 […]
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Posted in Practitioner Publications
Tagged AI, Artificial intelligence, boards, directors, ISS-Corporate, S&P 500
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The Shareholder Activism of Anti-Discrimination Proponents
FEP and Its Goals The authors of this piece represent the Free Enterprise Project of the National Center for Public Policy Research (FEP), which has for nearly 20 years represented the interests of the center/right majority of Americans against ESG efforts that became more coordinated, better funded and more aggressively left-partisan in each of those […]
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Posted in Practitioner Publications
Tagged dei, discrimination, ERG, ESG, FEP, Shareholders
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HLS Forum on Corporate Governance Continues Growing
The Harvard Law School Forum on Corporate Governance published a total of 647 posts during 2023, and its readership has continued to display steady growth, including: Attracting more than 200,000 unique readers a month; Having visitors to the Forum coming from 233 countries and territories during the year; and Attracting more than 4.1 million page […]
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Posted in Program News & Events
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Delaware Supreme Court Holds Entire Fairness Applicable to All Conflicted Controller Transactions
The Delaware Supreme Court, in In re Match Group Deriv. Litig., C.A. No. 2020-0505 (April 4, 2024), has held that the test of entire fairness—Delaware’s most stringent standard of review—applies whenever a controlling stockholder stands on both sides of a transaction, absent the procedural protections contemplated by Kahn v. M&F Worldwide Corp. (Del. 2014). The […]
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Posted in Practitioner Publications
Tagged Controller, controller transactions, delaware, Delaware Supreme Court, In re Match, MFW
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Order Issuing Stay In the Matter of the Enhancement and Standardization of Climate-Related Disclosures for Investors
On March 6, 2024, the Commission promulgated amendments to its rules that will require registrants to provide certain climate-related information in their registration statements and annual reports (“Final Rules”). Between March 6 and March 14, 2024, petitions seeking review of the Final Rules were filed in multiple courts of appeals.
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Posted in Practitioner Publications
Tagged Climate Disclosure, order, SEC, securities act of 1933, Securities Exchange Act of 1934
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Proposed Amendments to DGCL on Stockholder Contracting Would Create More Problems Than They Purportedly Solve
A new frontier of corporate law jurisprudence has emerged. At issue are the limits of corporate contractual freedom and stockholders’ power to change the rules of Delaware corporate law. Recent key cases include the Delaware Supreme Court’s decision in Manti v. Authentix (on waiving appraisal rights) and last year’s decision in New Enterprise Associates v. […]
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Posted in Academic Research, Delaware Law Series
Tagged amendments, delaware, Delaware law, DGCL, moelis, stockholder contracting
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