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Program on Corporate Governance Advisory Board
- William Ackman
- Peter Atkins
- David Bell
- Kerry E. Berchem
- Richard Brand
- Daniel Burch
- Paul Choi
- Jesse Cohn
- Arthur B. Crozier Christine Davine
- Renata J. Ferrari
- John Finley
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper
- Paul Hilal
- Carl Icahn William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
- Daniel Wolf
HLS Faculty & Senior Fellows
Author Archives: Victoria Sidoti
National Public Opinion Survey Finds Voters Skeptical About Congressional “Anti-ESG” Policies
Last summer, leaders of the U.S. House of Representatives declared July 2023 to be “ESG month.” They launched a series of seven Congressional hearings focused on fleshing out “key concerns” over environmental, social and governance investments and regulatory policies and then voted on a series of bills aimed at curbing such investments. In the wake […]
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Posted in Practitioner Publications
Tagged advisory board, anti-ESG, Congress, Environmental, ESG, investment managers, social
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After Section 122(18), What Happens To The Merger Recommendation
If enacted, the market practice amendments of 2024 will create uncertainty about the law governing board recommendations, including the extent to which a contract can require a board to recommend a merger under Section 251 of the DGCL. I’ve pondered the language of the bill, and I’m not sure how it works. Let’s envision a […]
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Posted in Delaware Law Series, Practitioner Publications
Tagged delaware, Delaware law, DGCL, DGCL s.122
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The Expansion of ESG Beyond Proxy Voting
In the complex world of proxy voting, a little background context goes a long way. The Wall Street Journal’s Editorial Board recently cited a one-year decline in voting support for ESG-related shareholder proposals as evidence that asset managers are “backtracking” from environmental and social issues and showing “growing reluctance to follow the direction of the proxy-adviser [sic] […]
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Posted in Practitioner Publications
Tagged anti-ESG, Environment, ESG, investors, Proxy advisors, Proxy voting, social
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The Rise of Private Equity Continuation Funds
The private equity business model has reinvented itself over the years, with continuation funds now serving as its latest development. These funds offer a creative solution to circumvent the constraints of the traditional private equity model by enabling fund sponsors to retain assets beyond the customary 10-year fund term. In the past, funds’ investments were […]
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Posted in Academic Research
Tagged assets, Capital markets, continuation funds, investors, Private equity, SEC
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Activists step up proxy fights to ignite deal talks
With optimism around a possible uptick in M&A, a small subset of investors relying on this thesis are adding to the pressure on their targets by advancing board slates at the same time as demanding a sale of the company. Campaigns at U.S.-headquartered targets combining demands for a company sale and board representation more than […]
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Posted in Practitioner Publications
Tagged Activism, Activists, M&A, Proxy fights
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Developments With Universal Proxy Cards and Advance-Notice Bylaws
The 2024 proxy season is the second year with universal proxy cards and has produced incremental evidence of the effect that universal proxy has had on proxy fights and on advance notice bylaws with respect to shareholder nominations. Universal Proxy Cards On November 17, 2021, the Securities and Exchange Commission (SEC) adopted rules that require […]
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Posted in Practitioner Publications
Tagged Advance Notice Bylaw, Proxy, Proxy Card, Proxy season, Universal Proxy Card
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Economic Budgeting for Endowment-Dependent Universities
In our paper, Economic Budgeting for Endowment-Dependent Universities, we develop a framework to analyze a university’s financial position using an intertemporal budgeting approach. The essence of our approach is to forecast university operating revenues and costs over the infinite future, to calculate the present value of those operating obligations, and then to compare the value […]
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Posted in Academic Research
Tagged budgeting, finance, GAAP, university budgeting, university finances
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Shareholder Activism – 2024 Mid-Year Review
Shareholder activism in the U.S. has maintained the strong momentum it gained during the final few months of 2023, particularly in the micro-cap space. With two weeks still left in June, 446 U.S. companies were subject to activist demands during the first half of 2024, representing an 8% increase in such demands compared to the […]
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Posted in Practitioner Publications
Tagged Activists, Proxy season, Shareholder activism, Shareholders
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Reality Catches Up with the Anti-Shareholder Narrative
The political and corporate interests seeking to restrict shareholder rights are carefully cultivating a narrative that the shareholder proposal process is out of control, “hijacked” by “activist” proponents abusing the system to advance unpopular proposals at the expense of “real” investors. As a result of recent SEC rule changes, it is argued, the number of […]
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Posted in Practitioner Publications
Tagged Activists, anti-ESG, ESG, Shareholder rights, Shareholders
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