Author Archives: Tarik Samman

Supreme Court to Weigh Limits on Fund Litigation Under ICA

By Tarik Samman | Published Monday, July 21, 2025

On June 30, the U.S. Supreme Court agreed to hear a case that will determine whether Section 47(b) of the Investment Company Act of 1940 (ICA) creates a private right of action for shareholders of registered investment companies to bring lawsuits for alleged violations of the statute. The Second Circuit Court of Appeals has recognized […]

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A Survey of How Public Companies Are Providing Guidance in Light of Tariffs

By Tarik Samman | Published Sunday, July 20, 2025

In recent days, the Trump administration has proposed additional tariffs, causing further uncertainty for many public companies. As companies approach their current quarterly guidance, we took a data-driven approach to see how large public companies provided guidance in light of tariffs and to see if any patterns emerged. For this survey, we reviewed earnings releases […]

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Key Takeaways for Asset Managers: SEC Speaks 2025

By Tarik Samman | Published Saturday, July 19, 2025

In late May 2025, the SEC Commissioners and senior staff across the agency spent two days at “SEC Speaks” discussing the SEC’s priorities under newly installed Chairman Paul Atkins, providing the first significant window into the new SEC. It is clear that this SEC plans to make substantial shifts, including granting retail investors greater access […]

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Shapeshifting DEI Whistleblowers: What to Know and Expect in 2025

By Tarik Samman | Published Friday, July 18, 2025

The landscape for Diversity, Equity, and Inclusion (DEI) in the United States has shifted dramatically in 2025. What was once viewed as a cornerstone of corporate social responsibility is now a flashpoint for legal scrutiny, political backlash, and reputational risk. At the center of this transformation is an increasingly empowered and incentivized figure: the whistleblower. […]

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Weekly Roundup: July 11-17, 2025

By Tarik Samman | Published Friday, July 18, 2025

The Art and Science of Earn-Outs in M&A Posted by F. Dario de Martino, Clare O’Brien, and Mara Goodman, A&O Shearman, on Friday, July 11, 2025 Tags: Corporate governance, M&A, merger agreements, merger guidelines Oversight in the AI Era: Understanding the Audit Committee’s Role Posted by Stephen Parker, Barbara Berlin, and Tracey Lee Brown, PricewaterhouseCoopers, […]

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Prepared Remarks for the SEC Roundtable on Executive Compensation Disclosure Requirements

By Tarik Samman | Published Thursday, July 17, 2025

A big thanks to the SEC. Thanks to everyone participating, either here or on the stream. Thanks for inviting me and my institution, the Norwegian Fund [1], which reaps the benefits of investing in America. The majority of our global portfolio we invest here in America. As a shareholder and investor, we are increasingly getting […]

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The 2025 Proxy Season in 7 Charts

By Tarik Samman | Published Thursday, July 17, 2025

The end of June marks the end of another proxy year, and the past year certainly looks very different from previous ones, particularly when it comes to sustainability. Overall, the number of ESG shareholder resolutions has fallen by around a third in 2025, but support levels have stabilized at just above 20%. Yet, once again, […]

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Fortune 1000 Say-on-Pay: An Analysis of Shareholder Engagement in Response to Adverse Votes

By Tarik Samman | Published Wednesday, July 16, 2025

Background SEC rules require that public companies hold a separate shareholder advisory vote to approve the compensation of executives. This covers compensation disclosed per S-K Item 402 including CD6A, the compensation tables, and other narrative executive compensation disclosures. Most years for most companies this vote passes with greater than 80% support from those shareholders who […]

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Board Leadership in Navigating Volatility

By Tarik Samman | Published Wednesday, July 16, 2025

In Short The Situation: Public company boards are facing an unprecedented convergence of destabilizing forces, including geopolitical shocks, inflation, supply-chain disruptions, social unrest, and rapid technological change. At the same time, stakeholders continue to have high expectations for effective board oversight and value creation. The Result: Boards can seek to direct the management of this rapid pace […]

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California Climate Accountability: Getting Started on SB 253 and SB 261 Reporting

By Tarik Samman | Published Tuesday, July 15, 2025

Key Takeaways: Emissions Disclosure: SB 253 requires companies in scope to annually disclose scope 1 and 2 GHG Emissions (Scope 3 starting 2027) Financial Risks: SB 261 requires companies to report biannually on climate-related financial risks Future Guidance: CARB will develop guidance around the climate acts, but these will likely not be finalized until late 2025. Getting Ready […]

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