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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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HLS Faculty & Senior Fellows
Author Archives: Victoria Sidoti
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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Weekly Roundup: March 29-April 4, 2024
Legal Risk and Insider Trading Posted by Marcin Kacperczyk (Imperial College London) and Emiliano S. Pagnotta (Singapore Management University), on Friday, March 29, 2024 Tags: Insider trading, legal risk, Newman Ruling, stock market, Trading strategies SEC Adopts New Rules for Climate-Related Disclosures Posted by Brian Breheny, Marc Gerber, and Raquel Fox, Skadden, Arps, Slate, Meagher […]
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Posted in Weekly Roundup
Tagged Weekly Roundup
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Proposed Amendments to the DGCL Address Recent Caselaw on Stockholder and Merger Agreements
The Council of the Corporation Law Section of the Delaware State Bar Association today released proposed Amendments (“Amendments”) to the Delaware General Corporation Law (“DGCL”) that, if adopted into law, would address recent caselaw regarding the facial validity of certain stockholder agreements, the ability of parties to a merger agreement to contract for certain pre-closing remedies and […]
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Posted in Delaware Law Series, Practitioner Publications
Tagged activision, amendments, crispo, delaware, Delaware General Corporation Law, Delaware law, DGCL, merger agreements, moelis, stockholder agreements
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CSRD Compliance: A Stitch in Time Will Save Nine
Key Takeaways Many U.S. companies with subsidiaries in the EU will be subject to reporting requirements in 2026 based on fiscal year 2025, leaving around 13 months to assess gaps and implement proper processes and controls to track new metrics beginning in 2025. In contrast to publicly listed companies, privately held firms may be less […]
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Posted in Practitioner Publications
Tagged Corporate Sustainability Reporting Directive, CSRD, ESG, EU, reporting, reporting compliance
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