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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
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- Marc Trevino
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HLS Faculty & Senior Fellows
Author Archives: Victoria Sidoti
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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Half the Firms, Twice the Profits
The number of public firms in the United States has nearly halved since 1996, causing consternation among some corporate leaders and securities law regulators. Representative analyses plead for a “wake-up call for America” because of a “decimation of the U.S. capital markets structure [and a] demise of the IPO market,” that led to “the systemic […]
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Posted in Academic Research
Tagged Antitrust, concentration, corporate law, IPOs, merger guidelines, monopolization, Private equity, Public Companies, Sarbanes-Oxley, Securities regulation, Venture Capital
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Board effectiveness: A survey of the C-suite
Against a backdrop of increasing fragmentation and complexity, companies are seeking to develop and execute coherent strategies, and corporate governance needs to keep pace, with directors addressing more topics and fielding input from more stakeholders. Through it all, business leaders are looking for their boards to move beyond traditional roles and expertise and offer greater […]
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Posted in Practitioner Publications
Tagged Board composition, board effectiveness, Board of Directors, C-suite, Executives, GenAI
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Poor ESG: Regressive Effects of Climate Stewardship
The failure of the U.S. political system to adequately address climate change has shifted focus from public to private action. Driven by the Environmental, Social, and Governance (ESG) movement, investors pressure corporations to adopt climate policies to reduce carbon emissions. Today, many view ESG as a market-based solution to a public policy failure. Where Congress […]
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Posted in Academic Research
Tagged Climate Stewardship, ESG, political backlash, Regressive effects, universal owners
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Pro-ESG Shareholder Proposals Regaining Momentum in 2024
Governance is back on focus this proxy season, with both the volume and support on proposals aiming to enhance shareholder rights and companies’ governance practices gaining steam. Environmental and social proposals are showing a sign of reversing trend of declining support from the 2021 peak, while anti-ESG proposals are gaining volume but not support. We […]
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Posted in Practitioner Publications
Tagged anti-ESG, ESG, pro-ESG, Shareholder proposals, Shareholders
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Cybersecurity Amendments to Reg S-P
Key Takeaways: On May 16, 2024, the SEC finalized significant cybersecurity amendments to Regulation S-P that largely adopt the proposed amendments the SEC issued last year. Amended S-P represents a substantial expansion of the protections available to the customers of institutional securities market participants under the federal securities laws. The final rule establishes a new […]
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Posted in Practitioner Publications
Tagged Cybersecurity, FTC, GDPR, Regulation S-P, SEC
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Delaware’s Appealing Interlocutory Review Regime
In a recent case, Palkon v. Maffei (TripAdvisor), the Delaware Supreme Court accepted an interlocutory appeal of the Court of Chancery’s denial of shareholders’ motion to dismiss. Such appeals are not common: Delaware Supreme Court Rule 42(b) expressly provides that “[i]nterlocutory appeals should be exceptional, not routine, because they disrupt the normal procession of litigation, cause delay, […]
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Posted in Delaware Law Series, Practitioner Publications
Tagged Court of Chancery, delaware, Delaware law, Delaware Supreme Court, Shareholders, TripAdvisor
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Season-end Summary of Challenges under Rule 14a-8
The SEC has just completed its oversight role for the 2023/2024 season over challenges brought by companies to exclude proposals submitted by their shareholders per Rule 14a-8. What follows is a summary of the results for this season with comparisons to the 2022/2023 season. Under Rule 14a-8, companies generally must include shareholder proposals in their […]
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Posted in Practitioner Publications
Tagged Rule 14a-8, Shareholder proposals, Shareholders
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