Author Archives: Tarik Samman

How Boards Can Prepare for Increasing Nation-State Cyber Threats

By Tarik Samman | Published Thursday, August 28, 2025

Rising geopolitical tensions are likely to lead to an increase in cyber threats from nation-states. Boards have a great responsibility to ensure resilience beyond compliance. As a growing number of governments around the world pull away from globalization, diplomatic and economic ties risk weakening. This could lead to nation-states feeling emboldened to carry out cyber […]

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Why Corporate Directors Must Keep Their Company’s Long-Term Mission in Focus

By Tarik Samman | Published Thursday, August 28, 2025

Corporate boards are no stranger to near-term pressures, but these days the pressures are piling as high as they ever have. Geopolitical tensions and supply-chain disruptions; climate change and technological revolutions; tariff uncertainty, cyberthreats, regulatory upheaval, and more. Each creates risks for companies across industries and market capitalizations. And in keeping with directors’ fiduciary duties, […]

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Are CEO Pay Plans Too Samey?

By Tarik Samman | Published Wednesday, August 27, 2025

CEO pay in the S&P 500 has continued to record substantial gains with only a marginal drop-off in investor support, writes Will Arnot. With the stock market up again in 2024, median CEO compensation in the S&P 500 saw an 8% year-on-year increase while also managing to maintain steady support from investors. According to DMI […]

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2025 Proxy Season in Review

By Tarik Samman | Published Tuesday, August 26, 2025

Key Takeaways: The 2025 proxy season was an eventful one—unfolding against the backdrop of a new federal administration, changes to the regulatory landscape, and evolving investor sentiment on a variety of issues. Based on our experience and data compiled by Diligent, this Debevoise In Depth identifies key takeaways from the 2025 proxy season. The 2025 […]

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Chancery Decision Doubles Down on Due Diligence

By Tarik Samman | Published Tuesday, August 26, 2025

In Edwards v. GigaAcquistions2, LLC (July 25, 2025), the Delaware Court of Chancery dismissed a case, at the pleading stage, in which former members of Cloudbreak Health, LLC, a high-performing health care company, claimed that Cloudbreak was fraudulently induced to join in a de-SPAC combination with a group of financially distressed health care companies (the “Portfolio Companies”). […]

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Are Institutional Investor Preferences for Performance-Based Equity Really Diminishing in Favor of Time-Based Shares?

By Tarik Samman | Published Monday, August 25, 2025

Introduction Recent statements and opinions made by proxy advisors, a Europe-based institutional investor, and some academics and consultants have cast the preference for using performance-based equity incentives into question. The use of these plans, such as performance share units (PSUs), has become nearly universal and is the largest form of compensation delivered to S&P 500 […]

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Delaware Supreme Court Continues to Narrow Aiding and Abetting Liability for Acquirers

By Tarik Samman | Published Monday, August 25, 2025

Overview and Legal Framework On June 17, 2025, the Delaware Supreme Court for the second time in six months reversed a post-trial damages award against an acquiring company accused of aiding and abetting breaches of fiduciary duty by target company management. The June 17 decision is In re Columbia Pipeline Group, Inc., Merger Litigation, 2025 WL […]

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A Decade Later, the Corwin Doctrine Still Packs a Knockout Punch

By Tarik Samman | Published Sunday, August 24, 2025

The Delaware Supreme Court’s 2015 decision in Corwin v. KKR Financial Holdings LLC  reshaped the landscape of merger and acquisition litigation by establishing a powerful defense for Delaware companies. Under the Corwin doctrine, when there is no conflicted controller, and a transaction is approved by a fully informed, uncoerced stockholder vote, an irrebuttable business judgment presumption applies, leaving […]

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Wildest Campaigns 2025

By Tarik Samman | Published Saturday, August 23, 2025

While hopes for a wave of M&A-driven activism quickly faded in the opening months of 2025, activists instead sailed into uncertain market conditions with a fresh approach and more grit. The new landscape delivered a record number of withhold campaigns, and pushed many activists who had previously avoided going all the way to a vote […]

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Reinforcing Ethics and Oversight in Corporate Governance: Essentials for Public Companies

By Tarik Samman | Published Friday, August 22, 2025

In an environment where public scrutiny is high and enforcement expectations are rising, investing in strong corporate ethics and oversight frameworks has become a strategic necessity for public companies. Effective compliance programs are no longer merely regulatory check-the-box exercises. They are essential tools for managing risk, safeguarding reputation, and meeting the expectations of regulators, investors, […]

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