Author Archives: Tarik Samman

Navigating ESG Collaborations Under Heightened Antitrust Scrutiny

By Tarik Samman | Published Wednesday, August 7, 2024

As the world moves toward the end of the first quarter of the 21st century, companies around the globe find themselves under increased pressure from stakeholders and the communities in which these organizations operate to address major global challenges: climate change, sustainability, socioeconomic inequality among them. And what has become clear is that meeting these challenges […]

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Say on Pay Laws and Insider Trading

By Tarik Samman | Published Wednesday, August 7, 2024

Our study, “Say on Pay Laws and Insider Trading,” published in The Accounting Review, examines whether the mandatory adoption of “say on pay” (SoP) laws—which require shareholder votes on executive compensation—leads executives to engage more in insider trading as a countermeasure to the increased compensation risk imposed by these regulations. This question is crucial because […]

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Embracing disruption: The board’s role in championing innovation

By Tarik Samman | Published Tuesday, August 6, 2024

In today’s rapidly evolving business landscape, innovation powers the heartbeat of progress. As new technologies disrupt traditional industries and consumer preferences shift seemingly overnight, organizations that thrive are those that embrace change. Yet, corporate boards may underestimate their strategic role in fostering these crucial adaptations. Conversations on technology disruption are often initially focused on back-end […]

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Corporate Governance in an Era of Geoeconomics

By Tarik Samman | Published Tuesday, August 6, 2024

The “End of History” for corporate law and governance has come to a messy conclusion, marked by U.S.-China rivalry, techno-nationalism, economic sanctions, export controls, supply chain vulnerability, and resulting efforts by multinational enterprises and their governments to “de-risk” in a global environment that has upended many assumptions on which the post-Cold War economic order operated. […]

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One Year Later: The Implications of SFFA for Corporate America

By Tarik Samman | Published Tuesday, August 6, 2024

On June 29, 2024, one year passed since the Supreme Court’s landmark decision in Students for Fair Admissions (SFFA), which overturned fifty years of legal precedent in striking down the race-conscious admissions programs at Harvard College and University of North Carolina Chapel Hill. Although the actual legal applicability of the decision was largely confined to educational institutions […]

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Lessons from the Biggest Business Tax Cut in US History

By Tarik Samman | Published Monday, August 5, 2024

The Tax Cuts and Jobs Act (TCJA) of 2017 significantly overhauled the U.S. tax code, primarily by reducing the corporate tax rate from 35% to 21% and lowering individual tax rates across most income brackets. It also increased the standard deduction while eliminating personal exemptions and limiting deductions for state and local taxes. Additionally, the […]

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2024 Proxy Roundup: ESG Metrics in Incentive Compensation Plans

By Tarik Samman | Published Monday, August 5, 2024

In this year’s proxy roundup, we have analyzed the use of environmental, social and governance (“ESG”) metrics in cash and equity incentive plans among the largest 100 public companies. Incentive compensation plans, such as annual bonus and long-term equity awards, generally pay out on the basis of achievement of objective financial goals. However, incentive plans […]

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The Delaware Court of Chancery Undertakes Exacting Calculations of Equitable Damages

By Tarik Samman | Published Sunday, August 4, 2024

The Delaware Court of Chancery is of course a court of equity, focusing often on governance and contractual rights. The Court of Chancery also periodically issues damages opinions, and on May 28, 2024, Vice Chancellor Lori Will did just that in Brown v. Matterport, Inc. At issue in Matterport was whether the plaintiff stockholder—following an earlier trial […]

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Court Dismisses Most of SEC’s Claims Against SolarWinds

By Tarik Samman | Published Saturday, August 3, 2024

Ruling Curtails SEC’s Authority to Bring “Internal Accounting Controls” Charges, and Rejects SEC’s Claims that Company’s Securities Filings Were False and Its Disclosure Controls Failed in Connection with a Cybersecurity Breach SUMMARY On July 18, 2024, Judge Paul A. Engelmayer of the United States District Court for the Southern District of New York granted, in […]

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Chancery Finds 26.7% Stockholder Was Not a Controller

By Tarik Samman | Published Friday, August 2, 2024

In Sciannella v. AstraZeneca (July 2, 2024), the Delaware Court of Chancery, at the pleading stage of litigation, dismissed claims that AstraZeneca UK, the 26.7% owner of Viela Bio, Inc. (the “Company”), and certain Company directors and officers, breached fiduciary duties in connection with the $3 billion arm’s-length sale of the Company to Horizon Therapeutics, Inc. The Plaintiff […]

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