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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
SEC Adopts Final Rules to Amend Beneficial Ownership Reporting Rules
Overview On October 10, 2023, the SEC adopted rule amendments related to Section 13 beneficial ownership reporting rules (the “Final Rules”). In brief, the Final Rules accelerate the filing deadlines for Schedules 13D and 13G, provide guidance on the formation of a “group” and provide guidance on the treatment of cash-settled derivatives. The Final Rules […]
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Posted in Practitioner Publications
Tagged Beneficial Ownership, Cash-settled derivatives, Filings, reporting
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US Public Company Board Diversity in 2023: How Corporate Director Diversity Can Contribute to Board Effectiveness
This report documents corporate governance trends and developments at US publicly traded companies—including information on board composition and diversity, the profile and skill sets of directors, and policies on their election, removal, and retirement. The analysis is based on recently filed proxy statements and complemented by the review of organizational documents (including articles of incorporation, […]
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Posted in Practitioner Publications
Tagged board diversity, directors, Diversity, Public Companies
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ConEd Is Not Dead In Delaware
This is the price paid for allowing our hopes, rather than established law, to guide public merger agreement drafting for the last 18 years. Con Edison v Northeast Utilities, a 2005 Second Circuit decision regarding a New York law governed merger agreement, found that, absent clear contractual language to the contrary, a target company could […]
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Posted in Practitioner Publications
Tagged Con Edison, ConEd, delaware, merger agreements
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ESG and Public Pension Investing in 2023: A Year-To-Date Recap and Analysis
Since 2021, Ropes & Gray has been actively tracking the various approaches states have taken on how or whether environmental, social and governance (ESG) factors should be applied to the investment decisions for public retirement systems. States have used legislative, administrative and enforcement mechanisms to address this area, which has been complemented by Congressional Republicans’ […]
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Posted in Practitioner Publications
Tagged DOL, ESG, Pension, Retirement plans
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Criminal Subsidiaries
Each year, Department of Justice (DOJ) components resolve a handful of corporate criminal cases with subsidiary-only conviction (SOC) settlements. In SOC settlements, a subsidiary pleads guilty to offenses that its parent or siblings share liability for. From 2013 to 2022, SOC settlements occurred in at least 3.3% of all federal corporate criminal resolutions, including 5.6% […]
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Posted in Academic Research
Tagged Corporate crime, FCPA, SOC settlements, Subsidiaries
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