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Program on Corporate Governance Advisory Board
- Peter Atkins
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HLS Faculty & Senior Fellows
Author Archives: Victoria Sidoti
Should Universities Take a Stand on Public Issues? How Effectively Are Universities Governed?
Harvard and many of our most respected universities are going through a period of unprecedented turmoil. In a recent Harvard Magazine article entitled “Why Americans Love to Hate Harvard,” former Harvard President Derek Bok described the “rising tide of antagonism to higher education.” Why is this happening? Public hostility and mistrust of higher education undoubtedly […]
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Posted in Academic Research
Tagged Harvard University, higher education, non-profit governance, university governance
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Delaware Court Denies Dismissal of Claims Based on Controller and Financial Advisor Conflicts
On May 31, 2024, the Delaware Court of Chancery issued an important decision addressing several key areas of Delaware law related to merger litigation. The opinion indicates that the court will continue to closely scrutinize potential conflicts of interest in M&A transactions involving controlling stockholders and financial advisors, particularly as to disclosures concerning their fees […]
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Posted in Delaware Law Series, Practitioner Publications
Tagged Controlling shareholders, delaware, Delaware law, disclosures, Financial advisers, M&A, Merger litigation
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Court calls a halt to Exxon case against Arjuna
In January, ExxonMobil filed a lawsuit against Arjuna Capital, LLC and Follow This, the two proponents of a climate-related shareholder proposal submitted to Exxon, seeking a declaratory judgment that it may exclude their proposal from its 2024 annual meeting proxy statement. Then, the two proponents notified Exxon that they had withdrawn their proposal and promised not […]
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Posted in Practitioner Publications
Tagged Activism, Arjuna, climate proposal, Exxon, ExxonMobil
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Vice Capital
The ESG movement has spurred consideration of how investors express positive values in their startup investment decisions. Less examined is the mirror phenomenon—how startups in stigmatized industries access capital. In a move to fill that gap, in our forthcoming article, Vice Capital, we conduct an interview-based study, supplemented with descriptive data, on the funding of […]
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Posted in Academic Research
Tagged Entrepreneurship, ESG, minority entrepreneurs, sin industries, sin stocks, Venture Capital, vice capital
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Weekly Roundup: June 14-20, 2024
Developments and Trends in Delaware Officer Exculpation Charter Amendments Posted by Andrew J. Noreuil and Andrew J. Stanger, Mayer Brown LLP, on Friday, June 14, 2024 Tags: charter, delaware, Delaware law, DGCL, OEA, officer exculpation, Stockholder How Should Compensation Committees View 2024 Say on Pay Results? Posted by Blair Jones, Austin Vanbastelaer, Justin Beck, Semler […]
Click here to read the complete postShareholders are Not An Antitrust Problem
Not to suggest that they are making up their mind before hearing the evidence, but the House Subcommittee on the Administrative State, Regulatory Reform, and Antitrust may be suggesting their conclusion by titling the June 12 hearing “Climate Control: Decarbonization Collusion in Environmental, Social, and Governance (ESG) Investing.” Having failed to persuade anyone last year […]
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Posted in Practitioner Publications
Tagged Antitrust, investors, SEC, Shareholders
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Covid-19 Motivated Changes to Executive Compensation
The COVID-19 pandemic created unprecedented challenges for corporations, leading them to reassess crucial practices including executive compensation, a key component of corporate governance. In our recent article titled, “COVID-19 Motivated Changes to Executive Compensation,” we examine the conditions under which corporations chose to reduce CEO salaries during the pandemic and offer new insights into shareholder […]
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Posted in Academic Research
Tagged CEO Pay, COVID, COVID-19, Executive Compensation, pay cut
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National Public Opinion Survey Finds Voters Skeptical About Congressional “Anti-ESG” Policies
Last summer, leaders of the U.S. House of Representatives declared July 2023 to be “ESG month.” They launched a series of seven Congressional hearings focused on fleshing out “key concerns” over environmental, social and governance investments and regulatory policies and then voted on a series of bills aimed at curbing such investments. In the wake […]
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Posted in Practitioner Publications
Tagged advisory board, anti-ESG, Congress, Environmental, ESG, investment managers, social
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After Section 122(18), What Happens To The Merger Recommendation
If enacted, the market practice amendments of 2024 will create uncertainty about the law governing board recommendations, including the extent to which a contract can require a board to recommend a merger under Section 251 of the DGCL. I’ve pondered the language of the bill, and I’m not sure how it works. Let’s envision a […]
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Posted in Delaware Law Series, Practitioner Publications
Tagged delaware, Delaware law, DGCL, DGCL s.122
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