Author Archives: Tarik Samman

Navigating the Post-SB 21 World of Conflict Transactions

By Tarik Samman | Published Tuesday, May 27, 2025

Delaware’s entire fairness doctrine – response to which in part drove the SB 21 amendments to Delaware corporate law enacted on March 25, 2025 – is not dead. Thus, it is especially helpful that a new Delaware Court of Chancery opinion reminds us that conflict transactions that fail to meet safe harbors and are therefore […]

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2025 U.S. Proxy Season: Midseason Review Finds Sharp Drop in Shareholder Resolutions on Ballot

By Tarik Samman | Published Monday, May 26, 2025

As May 22 is the peak of the U.S. proxy season, with 137 Russell 3000 companies expected to hold annual meetings today, ISS-Corporate has examined early trends in shareholder proposals and executive compensation. The shareholder proposal landscape has drastically changed this proxy season – notably, the total number of proposals submitted and voted on has decreased drastically while the number of proposals omitted […]

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From Code to Compensation: The HighStakes Race for AI Talent

By Tarik Samman | Published Sunday, May 25, 2025

As artificial intelligence continues to reshape industries and redefine how companies operate, organizations are under increasing pressure to build leadership and governance structures that can keep pace. In response, a growing number of S&P 500 companies are elevating AI to the executive level through formal leadership roles, while others are embedding oversight responsibilities into existing […]

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Stewardship in AQTION: How the World’s Largest Investors Handle Their Assets

By Tarik Samman | Published Saturday, May 24, 2025

AQTION, leveraging its proprietary database powered by SquareWell Partners, published its second review on how the world’s largest 65 investors (hereafter referred to as the “Top 65”) are evaluating governance and sustainability issues and stewarding their portfolios. Together these investors (including some of the largest Assets Managers, Sovereign Wealth Funds, and Pension Funds) have nearly […]

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Delaware Tells Companies: ‘Let’s Stay Together’

By Tarik Samman | Published Friday, May 23, 2025

Key Points While there have been some vocal critics of Delaware corporations law, few major companies have reincorporated in other states, and Delaware incorporation continues to offer substantial benefits to companies and stockholders. Recent amendments to Delaware’s corporations law create safe harbors for companies, controlling stockholders, directors and officers involved in transactions where there are […]

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Weekly Roundup: May 16-22, 2025

By Tarik Samman | Published Friday, May 23, 2025

Delaware Supreme Court Decision Suggests Drafting Points for Indemnification Notice Provisions –Thompson v. Sonova Posted by Gail Weinstein, Philip Richter, and Steven Epstein, Fried, Frank, Harris, Shriver & Jacobson LLP, on Friday, May 16, 2025 Tags: Delaware cases, Delaware Court of Chancery, Delaware Supreme Court, Mergers Remarks of Commissioner Mark T. Uyeda At the 12th […]

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Why Do ISS Recommendations “Against” Say on Pay Spike in June?

By Tarik Samman | Published Thursday, May 22, 2025

Key Takeaways The rate of ISS recommendations “Against” say-on-pay proposals peaks in June. The causes of spikes in “Against” recommendations for June meetings are unclear. The findings give rise to questions as to why the “June Phenomenon” occurs. Introduction Proxy season is underway for most US-based publicly traded companies, with April, May, and June representing […]

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The Role of Taxes in the Rise of ETFs

By Tarik Samman | Published Thursday, May 22, 2025

The growing popularity of Exchange-Traded Funds (ETFs) among long-term investors is, to a large extent, driven by their fee and tax efficiencies. Leveraging their unique security design, ETFs achieve their tax efficiency through the in-kind redemption process and the use of heartbeat trades, by offloading low-basis stocks without triggering a taxable event, pursuant to the […]

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Evolution of AI Washing Enforcement: DOJ Enters the Picture

By Tarik Samman | Published Thursday, May 22, 2025

On April 9, the US Department of Justice and Securities and Exchange Commission announced parallel cases against the founder and former CEO of an artificial intelligence startup for allegedly misleading investors about his former company’s product capabilities. The cases are the latest salvo in regulatory focus on AI companies and their public statements about the […]

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Board Leadership in an Era of Upheaval

By Tarik Samman | Published Wednesday, May 21, 2025

Recent tariff announcements by the United States—and ensuing trade tensions and market volatility—have triggered waves of both activity and uncertainty in executive suites and boardrooms. Companies are now grappling with policy volatility, inflationary concerns, and geopolitical instability on top of the existing challenges of artificial intelligence and other forms of disruptive innovation, and growing stakeholder pressure […]

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