Author Archives: Tarik Samman

Weekly Roundup: October 20-26, 2023

By Tarik Samman | Published Friday, October 27, 2023

Transaction Satisfied “Entire Fairness,” Despite Serious Sale Process Flaws—BGC Partners Posted by Gail Weinstein, Philip Richter, and Steven Epstein, Fried, Frank, Harris, Shriver & Jacobson LLP, on Friday, October 20, 2023 Tags: Acquiror, Board of Directors, Delaware Supreme Court, M&A TNFD Recommendations for Nature Related Disclosures Posted by Austin J. Pierce, Betty M. Huber, and Sarah E. […]

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Remarks by Chair Gensler Before the 2023 Securities Enforcement Forum

By Tarik Samman | Published Thursday, October 26, 2023

I am pleased to join you at the 2023 Securities Enforcement Forum. 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 SEC staff. When I spoke with you two years […]

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What Would Happen to ESG Proposals If Vanguard, BlackRock and State Street Didn’t Vote?

By Tarik Samman | Published Thursday, October 26, 2023

Key Takeaways BlackRock, Vanguard, and State Street Have a Significant Impact on Voting Outcomes Overall, there were fewer key resolutions in 2023 partly because of the Big BlackRock and Vanguard sharply reduced their support for key resolutions in State Street’s support increased. Given their weight in the market, we look at how excluding the Big […]

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CPA’s Guide to Corporate Political Spending: A Practical Checklist for Management

By Tarik Samman | Published Wednesday, October 25, 2023

Companies today accept that political spending poses serious risks. A 2017 Iowa Law Review article, “Campaign Finance Reform Without Law,” spotlighted how companies increasingly were adopting political disclosure and accountability policies to better manage their spending. As the article pointed out, the number of companies doing so had reached the point where “private ordering” made […]

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Boards of Directors in Disruptive Times: Improving Corporate Governance Effectiveness

By Tarik Samman | Published Wednesday, October 25, 2023

Disney’s board of directors fired CEO Bob Chapek on November 20, 2022. He  was nominated  for that job in February 2020 to replace Bob Iger -Disney CEO between 2005 and 2020-, after several board attempts in previous years to speed up Iger’s succession. The board brought back  Iger as  Disney CEO to replace Chapek in […]

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Good and Bad CEOs

By Tarik Samman | Published Tuesday, October 24, 2023

How important are individual CEOs for firm performance and value? CEOs are not randomly allocated to firms – e.g., better firms are likely to attract better CEOs – and their turnover is likely to be correlated with other changes that affect productivity. This makes it difficult to assess whether variation in performance is due to […]

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SEC Adopts Updates to Schedule 13D and 13G Reporting

By Tarik Samman | Published Tuesday, October 24, 2023

On October 10, 2023, the Securities and Exchange Commission (the “SEC”) announced that it has adopted amendments to the rules governing beneficial ownership reporting on Schedules 13D and 13G. In its adopting release entitled “Modernization of Beneficial Ownership Reporting,” the SEC has amended certain rules regarding the beneficial ownership reporting regime, most notably by shortening […]

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The CEO Shareholder: Straightforward Rewards for Long-term Performance

By Tarik Samman | Published Monday, October 23, 2023

EXECUTIVE SUMMARY To be successful, companies need to attract and reward leaders who create value over the long term, but executive remuneration often focuses on short- term targets. Shareholders and their advisors similarly focus on short-term returns as a primary metric in the evaluation of pay plans. Replacing these short term-oriented approaches with direct long-term […]

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The 401(k) Conundrum in Corporate Law

By Tarik Samman | Published Monday, October 23, 2023

With over $10 trillion in assets, employer-sponsored defined-contribution retirement plans play an important role in the corporate governance ecosystem. Yet the governance of such plans has been largely overlooked in existing corporate law scholarship. In The 401(k) Conundrum in Corporate Law, forthcoming in the Harvard Business Law Review, I draw on recent developments in employee […]

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California enacts major climate-related disclosure laws

By Tarik Samman | Published Sunday, October 22, 2023

Under a pair of California laws signed by Governor Newsom on October 7, 2023, many large U.S. companies will be required to make broad-based climate-related disclosures starting as early as 2026. These laws will have a profound impact on companies doing business in California, with certain disclosure requirements going beyond the requirements of the SEC’s […]

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