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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
Alternative Asset Manager Governance & Succession
As founders of hedge funds and private equity funds approach retirement, it is critical for them to ensure institutional stability through well-considered succession plans and governance arrangements. Failure to properly prepare for the transition to the next generation can result in severe business instability or even a firm’s demise. This is a brief overview of key […]
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Posted in Practitioner Publications
Tagged financial planning, Founders, Hedge funds, Private equity, retirement, transitioning founder
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Board Gender Diversity and Investment Efficiency: Global Evidence from 83 Country-Level Interventions
Regulators worldwide are responding to increasing demand for gender diversity on corporate boards by experimenting with policy interventions intended to increase female representation among board directors. In our recent article titled, “Board gender diversity and investment efficiency: Global evidence from 83 country-level interventions”, we catalog, for the first time, 83 country-level board gender diversity (BGD) […]
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Posted in Academic Research
Tagged BGD, Board composition, board gender diversity, Boards of Directors, investment
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Weekly Roundup: May 17-23, 2024
Statement by Chair Gensler on Amendments to Regulation S-P Posted by Gary Gensler, U.S. Securities and Exchange Commission, on Friday, May 17, 2024 Tags: Data Breach, data breaches, data security, financial data, financial privacy, Regulation S-P, SEC The Limits on Sharing Confidential Information with Activists Posted by Gail Weinstein, Philip Richter, and Warren de Weid, […]
Click here to read the complete postSay-on-Climate Votes: Asset Managers Send Mixed Signals
Key Takeaways Three Years of Say-on-Climate: Most Action in Europe Say-on-climate resolutions are a relatively new genre of proposals, enabling shareholders to express a view on a company’s climate strategy. This paper reviews the votes on 87 say-on-climate resolutions in the past three years. European companies account for 83% of these proposals. Shareholder support for […]
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Posted in Practitioner Publications
Tagged Climate, climate risk, climate strategy, Shareholder, Shareholder voting
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Custom Proxy Voting Advice
Institutional investors play a crucial role in corporate governance, yet the process by which they arrive at voting decisions remains opaque. Our recent research opens the “black box” by highlighting the significant role of customized proxy voting advice in shaping shareholder voting behavior. Traditionally, academic research and policy debates have centered around benchmark recommendations provided by […]
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Posted in Academic Research
Tagged Institutional Investors, investors, Proxy Advisor, Shareholder voting, Shareholders
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Q1 2024 Takeaways on What Directors and Officers Need to Know
SEC Adopts, then Stays, Final Rules on Climate-Related Disclosures On March 6, 2024, the SEC adopted its long anticipated final rules on climate-related disclosures, which it had originally proposed in March 2022. The final rules amend Regulations S-K and Regulation S-X to set forth the climate-related information that U.S. domestic filers and FPIs are required […]
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Posted in Practitioner Publications
Tagged AI, Artificial intelligence, Climate Disclosure, Cybersecurity, GenAI, Generative AI, SEC
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Preparing Now for the SEC’s New Climate Rules
Key Points Even though the Securities and Exchange Commission’s (SEC’s) climate-related disclosure rules are on hold while court challenges are heard, companies need to prepare for the possibility that some or all parts of the rules will come into effect. A growing number of states and other countries are requiring similar disclosures, which can include […]
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Posted in Practitioner Publications
Tagged climate disclosures, climate risks, disclosure requirements, SEC
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The SEC as an Entrepreneurial Enforcer
Concerns about entrepreneurial enforcement have been particularly high in the context of securities fraud litigation. Public companies frequently are defendants in securities class actions alleging they issued materially misleading information that inflated their stock price. Skeptical courts have thus created various doctrines in an attempt to narrow the reach of Rule 10b-5 to reduce the […]
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Posted in Academic Research
Tagged SEC, SEC enforcement, Securities enforcement, Securities regulation
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Chancery Subjects Reincorporation to Entire Fairness, Delaware Supreme Court Says Not So Fast
Key Takeaways Delaware Court of Chancery holds decision to reincorporate from Delaware to Nevada provided a non-ratable benefit to a controlling stockholder and directors due to potential reduction in future legal liability. Due to that non-ratable benefit, the Court of Chancery applied entire fairness review and denied Defendants’ motion to dismiss. Delaware Supreme Court granted […]
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Posted in Delaware Law Series, Practitioner Publications
Tagged delaware, Delaware Court of Chancery, Delaware law, Nevada, Palkon v Maffei, TripAdvisor
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The Perils of Governance by Stockholder Agreements
The Delaware State Bar Association (“DSBA”) and the Council of the DSBA’s Corporation Law Section recently approved a proposal (“the proposal”) to make an amendment (“the proposed amendment” or “the proposed legislation”) to Section 122 of the Delaware General Corporation Law (“DGCL”). The proposed amendment would permit expansive use of stockholder agreements—agreements between a board […]
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Posted in Academic Research, Delaware Law Series
Tagged delaware, Delaware General Corporation Law, Delaware law, DGCL, moelis, stockholder agreements
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