Author Archives: Tarik Samman

Proxy Advisors Update Voting Guidelines for 2023

By Tarik Samman | Published Thursday, December 22, 2022

Institutional Shareholder Services (ISS) and Glass Lewis, the leading proxy advisors in the United States, have announced updates and clarifications for their voting guidelines for the 2023 proxy season. Their voting recommendations influence many institutional investors and play an important role in voting outcomes. This alert summarizes the key changes to their respective guidelines and […]

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Good Corporate Citizenship We Can All Get Behind?: Toward A Principled, Non-Ideological Approach To Making Money The Right Way

By Tarik Samman | Published Wednesday, December 21, 2022

Abstract A rancorous debate is raging. Must corporations just seek profits for stockholders? Or may they pursue not just the best interests of all stakeholders, but influence public policy on controversial political issues and tilt the election process toward candidates and causes they favor? This debate has historical antecedents, as both the left and the […]

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(Claw) Back to the Future

By Tarik Samman | Published Wednesday, December 21, 2022

On October 28th 2022, the SEC adopted the final compensation-related rule of the Dodd Frank Act, requiring companies to recoup compensation that was previously awarded to certain executives based on false information. Whereas companies were able to implement other Dodd-Frank compensation-related rules without fundamentally changing their pay plans (such as the CEO pay ratio disclosure […]

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The Activism Vulnerability Report – Q3 2022

By Tarik Samman | Published Tuesday, December 20, 2022

Introduction and Market Update With 2023 fast approaching, FTI Consulting’s Activism and M&A Solutions team welcomes readers to our quarterly Activism Vulnerability Report, highlighting the findings of our Activism Vulnerability Screener for 3Q22 as well as other notable trends and themes in the world of shareholder activism and engagement. U.S. stock markets continued to struggle […]

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What Do Outside CEOs Really Do? Evidence from Plant-Level Data

By Tarik Samman | Published Tuesday, December 20, 2022

Introduction Whether a new CEO is promoted from within the firm or is hired from outside the company can have a profound impact on strategy-setting and firm performance. When debating the merits of promoting insiders, the typical assumption is that insiders have a deep understanding of a firm’s core competencies and established internal social networks. […]

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Exculpation of Personal Liability Expanded to Include Certain Corporate Officers

By Tarik Samman | Published Tuesday, December 20, 2022

Amendment to Delaware General Corporation Law: Exculpation of Personal Liability Expanded to Include Certain Corporate Officers Effective August 1, 2022, Section 102(b)(7) of the Delaware General Corporation Law (the “DGCL”) was amended to authorize exculpation of certain senior officers of Delaware corporations from personal liability for monetary damages in connection with breaches of their fiduciary […]

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Dynamic Disclosure: An Exposé on the Mythical Divide Between Voluntary and Mandatory ESG Disclosure

By Tarik Samman | Published Monday, December 19, 2022

In March 2022, for the first time in its history, the Securities and Exchange Commission (the “SEC”) proposed rules mandating disclosure related to climate change. The proposed rules are remarkable, first and foremost, because many in the business community continue to vehemently insist that environmental and climate change information is not material. Indeed, as one […]

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California Appeals Court reinstates injunctions against California Board diversity laws

By Tarik Samman | Published Monday, December 19, 2022

You may recall that, earlier this year, two Los Angeles Superior Courts struck down as unconstitutional two California laws mandating that boards of public companies achieve specified levels of board diversity and enjoined implementation and enforcement of the legislation. Those injunctions, however, were temporarily lifted as the state appealed. Now, the appeals court has vacated those […]

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The Coming Wave of “Natural Capital” and Biodiversity Shareholder Activism and Stewardship Pressure on Boards

By Tarik Samman | Published Saturday, December 17, 2022

As anticipated in our February 2021 memo, the terms “natural capital,” “biodiversity,” “nature loss,” “ecosystem restoration” and the like have increasingly entered the investor and corporate lexicon. This has accelerated since the publication of The Economics of Biodiversity: The Dasgupta Review, the groundbreaking independent study commissioned by the U.K. Treasury which presented “Nature as an […]

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Statement by Chair Gensler on PCAOB’s Determinations Regarding Public Accounting Firms in China

By Tarik Samman | Published Friday, December 16, 2022

Today, the Public Company Accounting Oversight Board (PCAOB) announced that it was able, in 2022, to inspect and investigate completely issuer audit engagements of PCAOB-registered public accounting firms headquartered in China and Hong Kong. This marks the first time that Chinese authorities allowed access for complete inspections and investigations meeting U.S. standards, as required under […]

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