Author Archives: Tarik Samman

The Activism Vulnerability Report

By Tarik Samman | Published Wednesday, July 10, 2024

Introduction Activism industry headlines are deceptive; this quarter has been quieter than it appears. Despite several campaigns involving very high-profile companies receiving most of the media coverage, shareholder activism in the United States has been relatively quiet through the first five months of 2024. Increased valuations driven by strong U.S. equity markets last year, as […]

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S&P 500 CEO Pay Rebounds After Decline in 2022

By Tarik Samman | Published Tuesday, July 9, 2024

CEO compensation is a multifaceted and often scrutinized aspect of corporate governance. Public companies typically incentivize CEOs to drive corporate performance with lucrative pay packages. Meanwhile, the magnitude of the pay packages awarded to chief executives is regularly a topic of public debate, often drawing the ire of several stakeholders. For 14 years, Equilar has […]

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Dark Accounting Matter

By Tarik Samman | Published Tuesday, July 9, 2024

Physicists calculate that approximately 85% of the matter in the universe is composed of “dark matter” that “does not absorb, reflect, or emit electromagnetic radiation and is therefore difficult to detect.” The S&P 500 currently trades at a price to book value of 4.2, suggesting that book value accounts for less than 20% of the […]

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Shareholder Proposal No-Action Requests in the 2024 Proxy Season

By Tarik Samman | Published Tuesday, July 9, 2024

Key Points For the 2024 proxy season, companies submitted approximately 50% more no-action requests for the exclusion of shareholder proposals than they did for the prior proxy season. The SEC Staff granted more than two-thirds of no-action requests, versus approximately 56% in the corresponding prior period. The most successful bases for exclusion were that the […]

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Climate and Decarbonization Stewardship Guidelines

By Tarik Samman | Published Monday, July 8, 2024

BlackRock climate and decarbonization stewardship guidelines Introduction to BlackRock Investment Stewardship BlackRock’s clients depend on us to help them meet their varied investment goals. We consider it one of our responsibilities to be an informed, engaged shareholder on their behalf, given the business decisions that companies make have a direct impact on our clients’ long-term […]

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Common Ownership and Hedge Fund Activism: An Unholy Alliance?

By Tarik Samman | Published Monday, July 8, 2024

In our recent article titled “Common Ownership and Hedge Fund Activism: An Unholy Alliance?” we propose a novel mechanism linking common ownership to anticompetitive outcomes. While hedge fund activism can be beneficial to society in a competitive market, we highlight a symbiotic relationship between common owners and activist hedge funds that may be detrimental to […]

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Chancery Court Grants Rare Motion to Dismiss Suit Governed by Entire Fairness

By Tarik Samman | Published Monday, July 8, 2024

In Short The Case: The electric vehicle company Canoo went public in a de-SPAC transaction in December 2020. After its stock price fell, a stockholder in the SPAC who chose not to redeem his stock sued the SPAC board and its controller for breaching their fiduciary duties. The Outcome: In an unusual development, the Delaware Court of […]

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How Companies Can Prepare for the Next Round of DEI Litigation

By Tarik Samman | Published Sunday, July 7, 2024

Within weeks of the Supreme Court’s decision striking down affirmative action in college admissions last year, Republican attorneys general for 13 states sent a letter to Fortune 100 CEOs condemning their DEI initiatives in the workplace. They threatened to hold companies accountable for “illegal preferences” in employment and contracting practices. Missouri Attorney General Andrew Bailey […]

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Trends and Updates from the 2024 Proxy Season

By Tarik Samman | Published Saturday, July 6, 2024

The Freshfields’ team reviewed trends and developments for the 2024 proxy season, summarizing the key takeaways and guidance across the following core areas: shareholder proposals; board, director and senior management trends, including diversity; ESG and anti-ESG trends; SEC updates; shareholder activism; executive and director compensation; investor updates; and proxy advisory firm updates.

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Disney’s Victory in 2024 Proxy Contest: Lessons for Boards and Practitioners

By Tarik Samman | Published Friday, July 5, 2024

On April 3, 2024, The Walt Disney Company (“Disney”) successfully won a proxy contest launched by Nelson Peltz’s Trian Fund Management LP (“Trian”) and Blackwells Onshore I LLC and affiliates (“Blackwells”) at its 2024 Annual Shareholders Meeting. The outcome of this high-profile contest offers several insights for boards and practitioners on how to prepare for […]

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