Author Archives: Tarik Samman

ESG Shareholder Resolutions: SEC Swings the Axe but the “Fail Tail” Survives

By Tarik Samman | Published Sunday, August 10, 2025

There were a fair few surprises in the 2025 proxy season. The largest by far was the SEC’s decision to implement new restrictions on permissible shareholder resolutions in the middle of an ongoing proxy season. This permitted companies to throw out many proposals already submitted under the prior rules, irritating many resolution filers. The new […]

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IPOs Aren’t Dead, They’re Just Napping

By Tarik Samman | Published Saturday, August 9, 2025

It would be a massive understatement to say that the IPO market has seen fluctuations over the past five years. Only four short years ago, US markets experienced a record-breaking 1,035 IPOs, driven largely by the near-zero interest-rate market environment. These giddy years stand in sharp contrast to the more than 80% drop that followed […]

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Tesla Approves New Award for Elon Musk: How It Compares to the Largest Pay Packages

By Tarik Samman | Published Friday, August 8, 2025

The compensation of Tesla’s Elon Musk is once again making headlines, as the Company’s board of directors has approved a new interim stock award for its tenacious and outspoken chief executive. As reported by The Wall Street Journal, the award—valued at roughly $24 billion—is being described as a “first step, good faith payment” to keep Musk […]

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Two Recent Entire Fairness Decisions—with Implications for the New DGCL Safe Harbors

By Tarik Samman | Published Thursday, August 7, 2025

Two recent Court of Chancery decisions—Roofers v. Fidelity (May 2025)[1] and Wei v. Levinson (“Zoox”) (June 2025)[2]— highlight the far easier route to business judgment review of conflicted transactions that is available under the new safe harbors established by the 2025 amendments to the Delaware General Corporation Law (the “Amendments”)[3] as compared to the prerequisites […]

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Best Practices for Onboarding Directors

By Tarik Samman | Published Wednesday, August 6, 2025

A thoughtful, well-structured director onboarding process enables a director’s smooth transition to the board, positioning the director to contribute meaningfully from the outset. While the identification, selection, and election of new directors is usually the board’s responsibility, perhaps guided by a search firm, the logistics of onboarding new directors often fall to the legal department […]

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New Texas Law Puts Proxy Advice Under the Microscope

By Tarik Samman | Published Saturday, August 2, 2025

Texas Governor Greg Abbott recently signed into law S.B. 2337, marking a significant development in the increasing scrutiny of proxy voting as a focus of regulators targeting environmental, social, and governance (ESG) investing, including by institutional investors such as public and private retirement plans. The June 20 law imposes two new disclosure obligations on proxy […]

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Weekly Roundup: July 25-31, 2025

By Tarik Samman | Published Friday, August 1, 2025

Beyond the Appointment: Communicate CEO Transitions for Long-Term Success Posted by Julia Fisher and Patrick Ryan, Edelman Smithfield, on Friday, July 25, 2025 Tags: Board of Directors, CEOs, S&P 500, transitions Insights from the SEC Roundtable on Executive Compensation Disclosure Requirements Posted by Jon Solorzano and Dario Mendoza, Vinson & Elkins, on Saturday, July 26, […]

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Executives Sentenced Under CPSA for Not Reporting Product Hazards

By Tarik Samman | Published Tuesday, July 29, 2025

In Short The Background: In June 2025, two former executives were each sentenced to more than three years in prison for conspiracy and failure to report hazardous products to the U.S. Consumer Product Safety Commission (“CPSC”), marking the first criminal prosecution and sentencing of corporate executives under the U.S. Consumer Product Safety Act (“CPSA”). The Result: The […]

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Director Skills for Navigating a Complex Business Environment

By Tarik Samman | Published Monday, July 28, 2025

Why it matters Boards are navigating a business climate defined by rapid change and growing complexity. A recent analysis of Fortune 100 companies reveals distinct patterns in director skills and backgrounds. Understanding these trends could help inform board refreshment strategies at companies of any size. Globalized leadership: Almost all directors have leadership experience (90%), and […]

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Proxy Voting Advice No Longer a Solicitation Under the Exchange Act

By Tarik Samman | Published Monday, July 28, 2025

Executive Summary In a pivotal decision issued on July 1, 2025, the U.S. Court of Appeals for the D.C. Circuit ruled that proxy voting advice issued by proxy advisory firms such as Institutional Shareholder Services (ISS) and Glass Lewis does not constitute a “solicitation” under the Securities Exchange Act of 1934 (the Exchange Act). This decision invalidates the […]

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