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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
Chancery Court Confirms High Bar to Pleading Caremark Oversight Claims Against Officers
Earlier this year, in its McDonald’s decision, the Court of Chancery established for the first time that not only corporate directors but also officers have oversight duties under Caremark. In Segway v. Cai (Dec. 14, 2023), the court, for the first time since McDonald’s, has addressed officers’ Caremark duties.
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Posted in Practitioner Publications
Tagged Caremark, Court of Chancery, delaware, McDonald's, officers, Segway v Cai
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Key Considerations for the 2024 Proxy Season
In this client update, we highlight key considerations public companies should keep in mind when preparing their proxy statements for their 2024 annual meetings, including guidance published by the U.S. Securities and Exchange Commission (the “SEC”) regarding: The timing of new insider trading disclosures required by Item 408(b) and Item 402(x), which will not take […]
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Posted in Practitioner Publications
Tagged Clawbacks, ESG, insider trading disclosures, pay-versus-performance disclosure, proxy statements, SEC, Updates
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Poison Bonds
Corporate bonds with a poison put covenant, which we refer to as “poison bonds”, first appeared during the hostile takeover wave in the 1980s. A poison put covenant grants bondholders the right to demand immediate repayment of the bond in a change-of-control event. Originally designed to protect bondholders from potential wealth transfer following leveraged buyouts, […]
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Posted in Academic Research
Tagged Bondholders, Bonds, corporate bonds, Poison pills, poison put
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2023 Disclosure Practices on Board Leadership and Structure
Board Leadership Board Chair Independence At larger companies, the trend toward board chair independence seems to have plateaued. Some 36% of S&P 500 firms have an independent chair, a percentage that hasn’t changed since 2021. At 44% of S&P 500 companies, the current CEO also serves as board chair (a slight increase from 42% in […]
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Posted in Practitioner Publications
Tagged board, board chair, Board leadership, Board meetings, board structure, CEO, ESG, skills
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Edgio, Match, and Trusting Delaware Judges to “Get It Right”
On November 8, 2023, I had the honor of guest lecturing Professor Jesse Fried’s Harvard Law School M&A Litigation Class. The lesson title was “The Vitality of the Unocal Doctrine and In re Edgio, Inc. Stockholders Litigation.” The presentation addressed various tactical issues in identifying and prosecuting breach of fiduciary duty suits, but focused on […]
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Posted in Academic Research
Tagged Corwin, Court of Chancery, delaware, Edgio, Revlon, Unocal
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Learning by Investing: Entrepreneurial Spillovers from Venture Capital
The academic literature on entrepreneurial finance has largely treated investors and entrepreneurs as distinct identities. But the boundaries between investors and entrepreneurs have become increasingly blurred, primarily due to the growing importance of angel groups, crowdfunding, venture funds, and other types of financial intermediation.
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Posted in Academic Research
Tagged entrepreneurial finance, Entrepreneurs, investing, Limited Partners, Venture Capital
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Insights From Delaware Litigators: What We’re Watching in 2024
Key Points In a key ruling, the Delaware Chancery Court held that corporate officers, as well as directors, may owe Caremark duties of oversight. In two cases, the court held that acquirers were justified in terminating deals because the “bring-down” terms in the respective merger agreements — which required representations and warranties to be reaffirmed at closing […]
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Posted in Practitioner Publications
Tagged Caremark, con ed, Court of Chancery, delaware, Oversight, Revlon, SPAC
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Strategic Compliance
Corporate compliance is at an inflection point, putting pressure on companies to reinforce their compliance programs more than ever before. Corporate policies serve as a blueprint for company-wide compliance programs, implementing compliance efforts into companies’ daily operations. Various internal and external factors have contributed to this increased formalization and disclosure of corporate policies, including the […]
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Posted in Academic Research
Tagged compliance, compliance programs, Corporate compliance, Corporate Policies, enforcement, regulation
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ESG Performance Metrics in Executive Pay
Companies have crossed the Rubicon in integrating environmental, social & governance (ESG) performance into their executive incentive plans. With three-quarters of S&P 500 index companies embedding some type of ESG metric into their leadership compensation policies, the practice is now deeply ingrained. But there is an opportunity to move beyond generic goals and tailor ESG […]
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Posted in Practitioner Publications
Tagged ESG, ESG Performance, executive pay, incentive plans, metrics
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Corporate Social Responsibility
In recent years, shareholder support of Corporate Social Responsibility (CSR) has increased considerably. The period from 2012 to 2020 saw a threefold increase in assets under management considering environmental and social impacts (left panel of Figure 1). Investment strategies now often involve screening for compliance with specific environmental and social standards. Additionally, the frequency of […]
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Posted in Academic Research
Tagged Corporate Social Responsibility, CSR, economics, ESG, Shareholders
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