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Author Archives: Tarik Samman
A Look Back at the 2022 Proxy Season
METHODOLOGY Period Presented & Data Sources For the 2022 proxy season, this report is based upon annual meeting results proxy year 2022, for companies within the Russell 3000 Index. Prior season data is for companies within the Russell 3000, for the full proxy season, running from July 1 — June 30 for each period presented, […]
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Posted in Corporate Elections & Voting, ESG, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Asset management, Boards of Directors, ESG, Institutional Investors, Proxy season, Say on pay, Shareholder proposals, Shareholder voting, Sustainability
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Weekly Roundup: October 14-20, 2022
There Is No “C” in “ESG”: An Illustration of ESG’s Biggest Risk Posted by Douglas K. Chia, Soundboard Governance LLC, on Friday, October 14, 2022 Tags: Corporate governance, Cybersecurity, Databases, ESG, Risk, Taxation Remarks by Commissioner Peirce before the University of California Irvine Audit Committee Summit Posted by Hester M. Peirce, U.S. Securities and Exchange […]
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Introduction The Securities and Exchange Commission (SEC) released its final rules regarding the mandated “Pay Versus Performance” (PVP) disclosure on August 25, 2022. The new rules are the culmination of various proposals by the SEC dating back to 2015 when the agency first issued proposed PVP disclosure rules required by the Dodd-Frank legislation. Pay Governance […]
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Posted in Practitioner Publications, Securities Regulation
Tagged Dodd-Frank Act, SEC, SEC rulemaking, TSR
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Enforcement Waves and Spillovers
We document and examine the consequences of an important feature of enforcement activity for financial misrepresentation, that many enforcement actions for financial misrepresentation occur in industry-specific waves. In particular, one-quarter of all enforcement actions for misrepresentation initiated by the U.S. Securities and Exchange Commission or Department of Justice are clustered in 27 industry-specific waves (in […]
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Posted in Academic Research, Securities Litigation & Enforcement
Tagged Merger waves, SEC enforcement, Securities enforcement
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In re BGC Partners: Maybe Entire Fairness Review Isn’t So Bad After All
Eight years ago, the Delaware Supreme Court in Kahn v. M&F Worldwide Corp. (“MFW”), affirmed then-Chancellor Strine’s decision holding that the business judgment rule could apply to controlling stockholder mergers if certain necessary conditions were met. In articulating the new standard that the Supreme Court would ultimately adopt, the Chancellor expressed optimism that controlling stockholders would […]
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Posted in Practitioner Publications
Tagged Business judgment rule, compliance, Controlling shareholders, Delaware law, Fairness review, Special committees
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Know Your Customer: Informed Trading by Banks
Since the implementation of the Glass-Steagall Banking Act of 1933 concerns about combined banking operations, i.e., commercial and investment banking within the same universal bank, faded. Notwithstanding, the Global Financial Crisis in 2008 reinvigorated the debate about separating commercial and investment banking, resulting in the Volcker Rule and general requirements for ethical walls. In particular, […]
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Posted in Academic Research
Tagged ESG, Germany, Insider trading, Investment banking, Volcker Rule
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Section 220 Decisions Amplify Stockholders’ Rights to Inspect Books and Records
In recent years, the Court of Chancery’s docket increasingly has been occupied with Section 220 actions by stockholders seeking to inspect corporate books and records to investigate possible corporate wrongdoing or mismanagement. In part to curtail premature or frivolous litigation, the Court of Chancery has encouraged stockholders to conduct such investigations before deciding whether to […]
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Posted in Practitioner Publications
Tagged Delaware cases, Delaware law, Shareholder activism, Short-termism
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Proposed rules on Shareholder Proposals: A Comment From The Shareholder Commons
This post is based on a comment letter submitted to the SEC regarding The proposed rules on Substantial Implementation, Duplication, and Resubmission of Shareholder Proposals by The Shareholder Commons. Below is the text of the letter with minor adjustments to eliminate the correspondence-related parts. A. Introduction We submit this letter in response to the Securities and […]
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