Author Archives: Tarik Samman

Weekly Roundup: July 12-18, 2024

The Supreme Court’s Business Docket: October Term 2023 in Review Posted by John Savarese, Kevin Schwartz and Noah Yavitz, Wachtell, Lipton, Rosen & Katz, on Friday, July 12, 2024 Tags: Chevron, Loper Bright, Murray, SEC, Supreme Court, Wachtell Lipton The SEC’s Approach to Cybersecurity Disclosure Decisions Posted by Jennifer Lee, Shoba Pillay, and H. Kurt von […]

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Shielding the C-Suite

Litigation, regulation, and activism around ESG topics are increasing. There is a growing expectation that organizations will be transparent about their ESG programs and risks while working diligently to improve their organizations’ performance. As the global business environment moves toward increased transparency and scrutiny of leaders’ oversight, executives are being held accountable for their organization’s […]

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Partisan Politics and Annual Shareholder Meeting Formats

Annual shareholder meetings are an important institution in corporate governance, providing a forum for shareholders to present proposals and challenge management. Traditionally most shareholder meetings have taken place in person, except at a few tech firms such as Netflix, Inc.  The Covid-19 pandemic changed this practice, as public health regulations discouraged or banned large gatherings […]

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After Chevron: What the Supreme Court’s Loper Bright Decision Changed, And What It Didn’t

The Supreme Court’s decision in Loper Bright Enterprises v. Raimondo has significantly changed the law applicable to judicial review of administrative action and rulemaking. Overturning the longstanding doctrine known as “Chevron deference,” Loper Bright expands the judiciary’s power to review and reject interpretations of statutes adopted by federal administrative agencies. The significance of the decision, however, […]

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Q1 2024 Gender Diversity Index

The pace of women joining Russell 3000 boards has slowed substantially, according to the latest Equilar Gender Diversity Index (GDI). The Q1 2024 GDI reveals that women now represent 29.7% of all Russell 3000 board seats, up modestly from 29.4% in Q4 2023. The slight uptick was not enough to move the GDI needle, which […]

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The origins of modern corporate governance: New findings

The history of finance is a field fertile with research, papers, books, and conferences. The reason is clear: studies yield insights into past mistakes, cultural implications over time, and policy development going forward. Yet the history of corporate governance is a field in its infancy. A first conference on the topic convened at the Yale […]

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SCOTUS to Clarify Securities Fraud Pleading Requirements for Falsity and Scienter

On June 17, 2024, the U.S. Supreme Court granted certiorari in Nvidia Corp. v. E. Ohman J:or Fonder AB [No. 23-970]. The Supreme Court’s decision is expected to address, for the first time in over a decade, the exacting pleading requirements civil plaintiffs must overcome in securities fraud class actions brought under the Securities Exchange Act of […]

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2024 Say on Pay + Proxy Vote Results

SAY ON PAY RESULTS BREAKDOWN OF SAY ON PAY VOTE RESULTS 14 Russell 3000 companies (0.9%) have failed Say on Pay thus far in 2024, 3 of which are in the S&P 500 (0.8%). Five companies have failed since our last report (bolded on page 3). SAY ON PAY OBSERVATIONS 14 companies (0.9%) have failed […]

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100 Years of Rising Corporate Concentration

The dominance of large firms in the US economy has drawn growing attention in recent years. From Walmart to Apple, many salient examples point to the prominence of large companies in day to day life. Standard datasets corroborate this impression. For instance, comprehensive economic census data available since the 1980s show that the largest firms […]

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Fifth Circuit Vacates SEC’s Rescission of Notice-and-Awareness Requirements for Proxy Advisors

Finds SEC Acted Arbitrarily and Capriciously in Reversing Requirements for Proxy Advisory Firms to Notify Companies of Proxy Voting Advice and Make Investors Aware of Companies’ Responses In 2020, the SEC required proxy advisory firms to (1) make proxy voting advice about a company available to the company in advance of or concurrently with disseminating […]

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