Author Archives: Tarik Samman

How cyber governance and disclosures are closing the gaps in 2022

By Tarik Samman | Published Sunday, October 2, 2022

Cybersecurity is reaching an inflection point. Risks are growing and broader regulations are looming. Some companies are keeping pace, but others are lagging, both in disclosures and warding off threats. To close these gaps, directors should foster a culture of cooperation while elevating the tone at the top. This is the year for directors to […]

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The Irrelevance of Delaware Corporate Law

By Tarik Samman | Published Friday, September 30, 2022

Is Delaware corporate law relevant? Relevance is a relational concept. Relevant to what? Rules of corporate law are considered in efficiency’s light. Efficient laws should enhance firm value. Is Delaware law more efficient than the laws of other states such that we should see a “Delaware premium”? Do inter-state differences in corporate law matter? The […]

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5 Factors Impacting Activists’ Declining Success Rate

By Tarik Samman | Published Thursday, September 29, 2022

In the 2021 and 2022 proxy seasons, shareholder activists taking proxy contests all the way to a vote have won at least one board seat far less often than during the previous four years. Why is this the case? One reason is that influential proxy advisors Institutional Shareholder Services (“ISS”) and Glass Lewis (“Glass Lewis”) […]

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Clawback Policies: Evolving Market Norms and SEC Rules

By Tarik Samman | Published Wednesday, September 28, 2022

Key Takeaways SEC expected to release revised rules on clawback policies in October Comments focused on how to categorize restatements based on impact Clawback policies are already the market norm in most industries Health Care has one of the lowest adoption rates for clawback policies New rules may prompt companies to re-examine the scope of […]

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The Market for Corporate Criminals

By Tarik Samman | Published Wednesday, September 28, 2022

There’s a problem at the intersection of M&A and corporate crime. The problem arises from buyers’ acquisition of not just targets’ private assets and liabilities but also their criminal and regulatory (i.e., quasi-criminal) liabilities. That is, if A commits a criminal offense, and if B acquires A, B is liable for A’s offense despite being […]

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Empowering Corporate Compliance Functions in a Post-Pandemic Environment

By Tarik Samman | Published Tuesday, September 27, 2022

The US Department of Justice (DOJ) and the US Securities and Exchange Commission (SEC) have issued a number of policy updates and public pronouncements over the last several months, emphasizing the importance of empowered and accountable corporate compliance programs. US regulators clearly expect compliance programs to be empowered with sufficient resources, personnel, stature, and authority […]

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Battle for Our Souls: A Psychological Justification for Corporate and Individual Liability for Organizational Misconduct

By Tarik Samman | Published Monday, September 26, 2022

We develop a framework based on empirical evidence that identifies the optimal structure of corporate and individual liability when laws can deter through their ability to express social condemnation as well as through formal sanctions. We show that corporate liability is vital to the law’s ability to deter individuals from engaging in organizational misconduct through […]

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California’s proposed Climate Corporate Accountability Act goes belly up

By Tarik Samman | Published Sunday, September 25, 2022

“California Approves a Wave of Aggressive New Climate Measures” was a headline in the NYT on Thursday, and that included a “record $54 billion in climate spending, a measure to prevent the state’s last nuclear power plant from closing, sharp new restrictions on oil and gas drilling and a mandate that California stop adding carbon dioxide to the atmosphere […]

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Sarbanes-Oxley § 404 at Twenty

By Tarik Samman | Published Thursday, September 22, 2022

Almost two decades ago, the late securities law scholar Larry Ribstein used the then newly adopted Sarbanes-Oxley Act of 2002 (“SOX”) as a case study of federal regulatory responses to capital market crises. Ribstein drew three conclusions from that study: First, the appropriate regulatory course is often unclear, given the uncertain costs and benefits of […]

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Delaware’s Shifting Judicial Role in Business Governance

By Tarik Samman | Published Tuesday, September 20, 2022

What do Delaware judges do all day—and what does it mean for the governance of American businesses? In our new article, “Delaware’s Shifting Judicial Role in Business Governance,” we take a close look at the work of the country’s preeminent business court, Delaware’s Court of Chancery, in order to examine the changing nature of judicial […]

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