Author Archives: Tarik Samman

M&A Developments: Hedge Fund Activism

Hedge Fund Activism a. The Activism Landscape Recent years have consistently seen elevated levels of activity by activist hedge funds, both in the U.S. and abroad. Such funds often seek the adoption of corporate policies that would increase short-term stock prices, such as increasing share buybacks, selling or spinning off one or more businesses of […]

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Next-Gen Governance: AI’s Role in Shareholder Proposals

With AI continuing to captivate businesses, consumers and regulators, institutional investors are also increasingly focusing their attention on the implications for the businesses in which they invest. In our Responsible AI Governance white paper published in January 2024, we highlighted the risks to businesses and wider society of AI, provided an overview of regulators’ and […]

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Weekly Roundup: April 26-May 2, 2024

The CSDDD: How the Phoenix Can Rise from the Ashes Posted by Robert G. Eccles (Saïd Business School), Richard Gardiner, and Andrea Webster, World Benchmarking Alliance, on Friday, April 26, 2024 Tags: Corporate Sustainability Due Diligence Directive, CSDDD, EU, Sustainability That Starbucks DEI Case Doesn’t Stand for What You Think It Does Posted by Scott […]

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Data in the Driver’s Seat: What Boards Need to Know about Data Governance

Artificial intelligence (AI) – and particularly generative AI – has accelerated the race toward ever more innovative data-driven products and services, and sharpened focus on the ever-growing importance of data. As the value of data increases, legislators, regulators, and enforcement bodies are jockeying for position as referees of AI and data protection. The result is […]

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Climate Action 100+ Departures Put Proxy Voting in the Spotlight

Key Takeaways Manager Exits Grab Headlines Ahead of Proxy Season  Five US asset managers recently decided to exit or amend their participation in the Climate Action 100+ engagement initiative. The initiative has faced accusations of collusive behavior, which it denies. Invesco, JPMorgan, Pimco, and State Street have left the initiative. BlackRock has restricted its participation […]

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Weekly Roundup: April 19-25, 2024

The Hidden Logic of Shareholder Democracy Posted by Usha Rodrigues (University of Georgia), on Friday, April 19, 2024 Tags: AMC, DGCL, Shareholder, Voting The Case Against the SEC’s Final Climate Rules Begins in Earnest (and What It Means) Posted by Paul Davies, Sarah Fortt, and Betty Huber, Latham & Watkins LLP, on Saturday, April 20, […]

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A Proven Success: The SEC Whistleblower Regime Provides a Roadmap for DOJ’s New Program

The Department of Justice (DOJ) recently announced that it is embarking on a “90-day  sprint” to develop a whistleblower award program. This is a promising and welcome development for fairness and the rule of law in corporate America. Whistleblower programs at other federal agencies have been resounding successes, bolstering enforcement efforts against hard-to-detect crimes by […]

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Environmental & Social Policy Issues in the 2024 U.S. Proxy Season

Introduction Proponents as of mid-Feburary 2024 had filed at least 527 shareholder resolutions on environmental, social and related sustainable governance issues for the 2024 proxy season.  This is down by only a few from 536 last year at the same time.  It still seems possible the total will reach the 630-year-end total of last year. […]

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The Hidden Logic of Shareholder Democracy

In the Hidden Logic of Shareholder Democracy, I examine the basic rules of shareholder voting. I begin with a simple observation: In Delaware, voting rules specify different voting populations, depending on the type of vote at issue. When shareholders vote on ordinary business matters, the voting formula focuses on the number of votes cast, once […]

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Weekly Roundup: April 12-18, 2024

Creditor rights, collateral reuse, and credit supply Posted by Brittany Lewis (Washington University in St. Louis), on Friday, April 12, 2024 Tags: BAPCPA, Congress, Credit supply, GFC Key Considerations for the 2024 Annual Reporting and Proxy Season: Proxy Statements Posted by Maia Gez, Scott Levi and Danielle Herrick, White & Case LLP, on Saturday, April 13, 2024 Tags: […]

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