Author Archives: Tarik Samman

Insider Trading & Disclosure Updates

By Tarik Samman | Published Sunday, July 27, 2025

Insider Trading Enforcement and Litigation Pharmaceutical VP Charged with Insider Trading After Dumping Shares On March 7, 2025, the U.S. Securities and Exchange Commission (the “SEC”) charged George Demos, former Vice President of Drug Safety and Pharmacovigilance at Acadia Pharmaceuticals Inc. (“Acadia”) with securities fraud. The SEC alleged that Demos traded Acadia securities based on […]

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Beyond the Appointment: Communicate CEO Transitions for Long-Term Success

By Tarik Samman | Published Friday, July 25, 2025

The pace of CEO transitions significantly increased in 2024, highlighting how boards are reconsidering their leadership needs to confront persistent uncertainty and lay the groundwork for sustainable, long-term growth. Notably, shareholder activism has emerged as a powerful catalyst for these changes, with S&P 500 CEO resignations linked to activist pressure tripling since 2020. That momentum has carried into this year: January […]

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Weekly Roundup: July 18-24, 2025

By Tarik Samman | Published Friday, July 25, 2025

Shapeshifting DEI Whistleblowers: What to Know and Expect in 2025 Posted by Elizabeth Bieber, Austin Evers, and Jennifer Loeb, Freshfields Bruckhaus Deringer LLP, on Friday, July 18, 2025 Tags: dei, SEC, U.S. Department of Justice (DOJ), Whistleblowers Key Takeaways for Asset Managers: SEC Speaks 2025 Posted by Dabney O’Riordan, Michael L. Sherman, and Ilan T. […]

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Key Developments Facing Compensation Committees for the 2025-2026 Cycle

By Tarik Samman | Published Thursday, July 24, 2025

Our firm’s partners and consulting staff have participated in more than 250 board compensation committee meetings in the first half of 2025. Through these engagements and internal firm collaboration, we have identified several key issues gaining prominence in boardroom discussions. These key developments, in no particular order, include: 1. Enhanced Executive Security 2. Potential Impact […]

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Delaware Courts Nix Unripe Challenges to Advance Notice Bylaws and Uphold Bylaws Adopted ‘on a Clear Day’

By Tarik Samman | Published Thursday, July 24, 2025

Advance notice bylaws are commonplace among public companies, with nearly all S&P 500 companies having some form of these requirements. Traditionally, stockholder challenges to these bylaws arose where the investor had a real gripe: having their efforts to nominate a director slate blocked by an incumbent board. More recently, after the Securities and Exchange Commission’s […]

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Proxy Season Results Show Strong Support for Corporate Political Disclosure and Accountability

By Tarik Samman | Published Wednesday, July 23, 2025

In marked contrast to the decline in support for Environmental & Social resolutions, votes for Governance proposals calling on companies to adopt political disclosure and accountability policies surged in the just concluded 2025 proxy season. That’s the case with the proposals filed by the Center for Political Accountability’s shareholder partners. Companies were asked to adopt […]

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An Update to Aiding and Abetting Liability: M&A Buyers (Should Still) Beware

By Tarik Samman | Published Wednesday, July 23, 2025

About two years ago, we wrote a post about a series of high-profile M&A cases in the Delaware Court of Chancery that highlighted the potential liability of third-party acquirors for aiding and abetting breaches of fiduciary duties by the board and executives of target corporations. More recently, the Delaware courts have provided additional guidance on how a […]

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Executive Security Perks: Evolving Trends in a New Era of Risk

By Tarik Samman | Published Tuesday, July 22, 2025

Executive Summary As global volatility, political tension, public scrutiny, and physical and digital threats rise, companies across corporate America are increasingly prioritizing the safety of their top executives. Of course, this trend was further exacerbated when Brian Thompson, the former CEO of UnitedHealthcare, was fatally shot in December 2024. While it was once common for […]

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Proxy Season Highlights: Shareholder and Management Proposals

By Tarik Samman | Published Tuesday, July 22, 2025

The 2025 proxy season (July 1, 2024 – June 20, 2025, meetings) concluded with a significant drop in the volume of shareholder proposals from the 2024 proxy season’s record high, as environmental and social (E&S) proposals faced headwinds amid shifting political dynamics and evolving stakeholder priorities. On the management side, shareholder support remained strong across […]

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Season-end Summary of Shareholder Voting on 14a-8 Proposals

By Tarik Samman | Published Monday, July 21, 2025

This summary is focused on 14a-8 proposals that were voted on by shareholders during the 2024-2025 season.1 We have a separate package of materials that covers 14a-8 challenges to inclusion brought by companies using no-action letter requests which can be obtained here. We refer to the accompanying chart which has the supporting detail for what […]

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