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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
Corporate National Identity: Contestation and Reconfiguration in an Age of Weaponized Interdependence
What makes a corporation American, Italian, Chinese, or any other nationality – and who gets to decide? In a new paper, we examine how the national identity of corporations is increasingly contested in the contemporary global economy. Corporate national identity (CNI) can no longer be understood as a fixed legal attribute determined solely by jurisdiction […]
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Posted in Academic Research
Tagged CNI, ESG, Geopolitical, Proxy season, Proxy voting, SEC, Shareholder activism
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Companies Disclose Executive Pay Impacts of Trump Tariffs
Tariffs imposed by the Trump administration in 2025 introduced a new layer of uncertainty for U.S. companies already navigating a fragile macroeconomic environment. The measures apply to imports from most global trading partners across a wide range of tariff rates, shifting constantly in response to negotiations, policy changes and foreign retaliation. During the 2026 proxy season, this […]
Click here to read the complete postThe Impact of SEC Punting
For decades, the Securities and Exchange Commission (“SEC”) acted as the de facto arbiter of Rule 14a-8 of the Securities Exchange Act of 1934, the federal securities rule governing shareholder proposals. The rule gives shareholders a procedure for proposing ballot items for corporate elections and outlines specific procedural and substantive grounds on which management can […]
Click here to read the complete postHow Investors Are Adapting to the SEC’s Deregulatory Agenda, and What to Do About It
In Short The Situation: The SEC, under Chairman Paul Atkins, is pursuing a sweeping deregulatory agenda aimed at simplifying public company disclosure obligations, promoting capital formation, scaling requirements to company size, and refocusing the regulatory framework on financial materiality and investor protection. Several rulemaking initiatives—including the proposed rules to permit semiannual reporting—are underway, and other […]
Click here to read the complete postAttacks on ESG Investing are Also Attacks on Company Support for Sustainability
In the last few years there have been mounting attacks against “woke capitalism” and ESG investing. We are seeing these attacks in state legislatures and Congress, as well as from the White House and conservative investors. While these attacks are part of the American landscape, in Europe, ESG investing and corporate sustainability are widely supported. […]
Click here to read the complete postChancery Rules Stockholder, through its Board Designee, May Have Conspired with Company Fiduciaries to Commit Fraud
In Diem-II, LLC and Diem-III, LLC v. Maisonette (Mar. 4, 2026), the Delaware Court of Chancery, at the pleading stage of litigation, rejected dismissal of the plaintiffs’ claims that they had been fraudulently induced to invest in the Series C and D financing rounds of Maisonette Inc. (the “Company”). The Company had provided the plaintiffs […]
Click here to read the complete postRoles and Responsibilities: Threshold Questions in Enterprise AI Adoption
As companies rapidly move artificial intelligence out of the pilot sandbox and into their ordinary operating architecture, boards and executives must confront new questions about the roles AI may assume in corporate processes that long have depended on human judgment, deliberative documentation, and clear lines of authority and accountability. These traditionally human roles, which implicate […]
Click here to read the complete postWhat Corporate Boards Need to Know and Do About Anthropic’s Mythos and Project Glasswing
What Corporate Boards Need to Know and Do About Anthropic’s Mythos and Project Glasswing Anthropic’s announcement of Claude Mythos Preview and Project Glasswing marked an important development in AI-enabled vulnerability discovery and cybersecurity. This advancement releases a powerful frontier AI model through a controlled defensive-security initiative rather than a broad public release. Providing Mythos to […]
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Posted in Practitioner Publications
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District Courts Weigh in on Shareholder Proposal Exclusions
Three federal district courts have issued the first substantive Rule 14a-8 rulings of the season with mixed results: two courts denied shareholder requests for injunctive relief, and one granted relief subject to a $20,000 bond. As a practical matter, two companies filed their 2026 proxies without the challenged proposals, while the third included the proposal. […]
Click here to read the complete post2026 Policy Updates from Key Investors
Notable Policy Changes from Key Investors: Capital International, Inc. and Capital Research and Management Company (Capital Group) – Reincorporation Geode Capital Management, LLC (Geode) – Say on Pay Frequency, Equity Plans, and Reincorporation T. Rowe Price Associates, Inc. (TRPA) – Director Overboarding, Board Diversity and Composition Goldman Sachs Asset Management (GSAM) – Company Engagement, Board […]
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