Author Archives: Tarik Samman

What Settlement Data Says About the Evolution of Activism

By Tarik Samman | Published Monday, July 15, 2024

Since the introduction of Universal Proxy in August 2022, one of the most notable changes in shareholder activism has been the significant increase in settlements between Boards and activists. With heightened risks for individual directors in proxy fights, Boards have been more inclined to settle, and settle quickly. Counter intuitively, this has also corresponded with […]

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Private Equity and Net Asset Value Debt – Ripping-Up the Rules of Private Equity

By Tarik Samman | Published Monday, July 15, 2024

The Rules of Private Equity Leveraged Buyout Funds The private equity leveraged buyout (LBO) is, unsurprisingly given the name, characterized by high levels of debt. Debt leverages returns for LBO funds, and also scales-up the size and number of investments a fund can make. However, debt used for LBO acquisitions is usually carefully managed – […]

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DEI: How to lead without going offside

By Tarik Samman | Published Monday, July 15, 2024

Diversity, equity, and inclusion (DEI) are boardroom agenda items. Whilst much of the focus has been on achieving greater board diversity, the spotlight is increasingly moving towards the board’s responsibility for the organisation’s overall D&I strategy. In a challenging landscape, with a variety of attitudes towards DEI being expressed by stakeholders, and legal limitations on […]

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The director’s guide to shareholder activism

By Tarik Samman | Published Sunday, July 14, 2024

Part I: Introduction Shareholder activism today The nature of shareholder activism, the key players, their preferred methods and their typical targets all tend to shift along with investment and business trends. They are influenced by market pressures, stores of capital and hot topics in governance. But during bull and bear markets, during recessions and times […]

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The SEC’s Approach to Cybersecurity Disclosure Decisions

By Tarik Samman | Published Saturday, July 13, 2024

The SEC’s Director of Corporation Finance, Erik Gerding, recently issued two statements regarding a public company’s disclosure obligations in response to a cybersecurity incident. These remarks follow the adoption of the SEC’s new cybersecurity requirements for public companies last year, as well as a series of SEC cybersecurity enforcement actions, including SEC v. SolarWinds et al., the developments […]

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The Supreme Court’s Business Docket: October Term 2023 in Review

By Tarik Samman | Published Friday, July 12, 2024

Last week, the Supreme Court concluded its most consequential Term in years, with a flood of decisions on contentious issues ranging from abortion access to the regulation of social media companies and gun possession to presidential immunity. The Court’s business docket was no less active. While the Consumer Financial Protection Bureau narrowly survived a constitutional […]

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Weekly Roundup: July 5-11, 2024

By Tarik Samman | Published Friday, July 12, 2024

Disney’s Victory in 2024 Proxy Contest: Lessons for Boards and Practitioners Posted by Martha McGarry, Andrew Noreuil, and Camila Panama, Mayer Brown LLP, on Friday, July 5, 2024 Tags: Board of Directors, Disney, Proxy Contest, Universal Proxy Trends and Updates from the 2024 Proxy Season Posted by Pamela Marcogliese, Elizabeth Bieber, and Shira Oyserman, Freshfields […]

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Dissonance in Climate Disclosure: the SEC, EU, California, and ISSB Regimes

By Tarik Samman | Published Thursday, July 11, 2024

The global push for corporate climate disclosure has gained significant momentum in recent years, with major financial centers and regulatory bodies introducing new rules and frameworks. However, this increased activity has led to a puzzling divergence in approaches, particularly regarding the disclosure of greenhouse gas (GHG) emissions. While there is broad agreement on the importance […]

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Court Scrutinizes Sponsor and Financial Advisor Conflicts Under Up-C Structure

By Tarik Samman | Published Thursday, July 11, 2024

In Firefighters’ Pension System v. Foundation Building Materials, Inc. (May 28, 2024), the Delaware Court of Chancery, at the pleading stage of litigation, declined to dismiss claims challenging the $1.37 billion sale of Foundation Building Materials, Inc. (the “Company”), to an unrelated third party in an arm’s-length transaction (the “Merger”), after the Company had gone […]

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The Overlooked Reality of Shareholder Activism in China: Defying Western Expectations

By Tarik Samman | Published Wednesday, July 10, 2024

China is known in the West for many things. However, a rules-based market for shareholder activism is not one of them. President Xi Jinping is (in)famous in the West for demanding “that businesses conform to the aims of the Communist Party”.[1] The newly appointed boss of the China Securities Regulatory Commission (CSRC) – China’s equivalent […]

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