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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
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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Navigating ESG Fatigue in Shareholder Voting
The 2023 proxy season was marked by a record number of shareholder proposals, declining support for proposals, and shareholder proposal fatigue among companies and institutional investors. This report provides guidance on how companies can approach offseason engagement with investors and prepare for the challenges of the 2024 proxy season.
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Posted in Practitioner Publications
Tagged anti-ESG, directors, ESG, Executive Compensation, HCM, investors, Shareholder proposals, Shareholder voting, Shareholders
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US Deals 2024 outlook
Corporate profits and alternative structures provide reason for optimism M&A activity has been hampered as dealmakers seek clear economic signals. The swings of COVID-era volatility have subsided but executives are still searching for equilibrium in a world with sizable valuation gaps, higher-for-longer interest rates and geopolitical-driven economic de-couplings. While deals are still getting done, many […]
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Posted in Practitioner Publications
Tagged deal drivers, deal structures, deals, deals outlook, M&A, Private equity, technology
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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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