Author Archives: Tarik Samman

Remarks by Chair Gensler before Columbia Law School Conference in Honor of John C. Coffee, Jr.

By Tarik Samman | Published Saturday, March 23, 2024

Good afternoon. Thank you, Merritt. As is customary, I’d like to note that my views are my own as Chair of the Securities and Exchange Commission, and I am not speaking on behalf of my fellow Commissioners or the staff. Today, Columbia is honoring Jack Coffee, a leader of securities law scholarship and policy. I […]

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Weekly Roundup: March 15-21, 2024

By Tarik Samman | Published Friday, March 22, 2024

Earnings News and Over-the-Counter Markets Posted by Stefan J. Huber (Rice University), Chongho Kim (Seoul National University), and Edward M. Watts (Yale University), on Friday, March 15, 2024 Tags: corporate bonds, Earnings announcements, Information Asymmetry, Liquidity, Search and Bargaining Structure for SPACs: SEC Publishes Final Rules Posted by Mark Brod, Joe Kaufman and Rajib Chanda, […]

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Shareholder Activism Annual Review 2024

By Tarik Samman | Published Tuesday, March 12, 2024

Executive summary Key shareholder activism trends to emerge from 2023. An increasing number of U.S companies are identifying activism as a risk in their corporate disclosures. In 2023, 23.4% of Russell 3000 companies disclosed shareholder activism as a risk in their 10-K reporting, up from 21.4% a year prior. Activism levels remain high in many […]

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Sears and (the Limited Scope of) Controlling Stockholder Fiduciary Duties

By Tarik Samman | Published Tuesday, March 12, 2024

The recent post-trial opinion by the Delaware Court of Chancery in In re Sears Hometown and Outlet Stores, Inc. Stockholder Litigation puts controlling stockholders on notice that they must be mindful of their fiduciary duties to the Delaware corporations they control not only when they are engaging in transactions between themselves and these corporations, but also […]

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8 Hot Topics in Activism

By Tarik Samman | Published Thursday, February 29, 2024

As stockholder activists wind up for a new proxy season, prepared companies stay ready to respond to the first indication of activist interest by identifying their activism defense teams, updating their “break glass” memos, and considering the following hot topics for 2024: Next-Gen Advance Notice Bylaws Over 60% of the S&P 500 have amended their […]

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Additional Proxy Vote Disclosure is Coming for the 2024 Proxy Season

By Tarik Samman | Published Friday, February 23, 2024

As this year’s U.S. proxy season gets underway, attention turns, as always, to the proxy contests and shareholder proposals that will draw business press headlines over the coming months. Behind the headlines, however, this season will be notable for a different reason. For institutional investors, the 2024 season will usher in a new level of […]

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Corporate Purpose Beyond Borders: A Key to Saving Our Planet or Colonialism Repackaged?

By Tarik Samman | Published Monday, January 29, 2024

The “corporate purpose” debate has captured the attention of academics, lawyers, policymakers, and entrepreneurs around the world. Leading corporate governance scholars see it as one of the “hottest public policy issues” of our time. Governments have embraced legislation to make corporations more purposeful and financial titans have pledged over 100 trillion dollars under their management […]

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Initiation Payments

By Tarik Samman | Published Wednesday, January 24, 2024

In an article recently published in the Journal of Corporation Law, I propose that corporations implement “initiation payments”—payments for investors that initiate corporate changes that investors would collectively prefer. These would apply to the most obvious forms of investor initiation, shareholder proposals and proxy contests. The initiation payments would be paid by the corporation only […]

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When Myopic Managers Must Mark to Market

By Tarik Samman | Published Tuesday, January 23, 2024

Strict securities accounting rules that require the recognition of unrealized securities losses in earnings caused banks sell mortgage-backed securities into negative liquidity shocks, a disruptive activity sometimes called, “liquidity feedback trading.” The underlying economic mechanism behind liquidity feedback trading, however, is still poorly understood. Prior scholarly research exclusively investigated a proposed mechanism related to capital […]

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Post-Doctoral and Doctoral Corporate Governance Fellowships

By Tarik Samman | Published Monday, January 8, 2024

The Program on Corporate Governance at Harvard Law School (HLS) is seeking applications from highly qualified candidates who are interested in working with the Program as Post-Doctoral or Doctoral Corporate Governance Fellows. Applications are considered on a rolling basis, and the start date is flexible. Appointments are commonly for one year, but can be extended […]

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