Author Archives: Tarik Samman

Remarks by Acting Chair Uyeda to the Investment Company Institute’s 2025 Investment Management Conference

By Tarik Samman | Published Tuesday, March 18, 2025

I. Introduction Thank you, Paul [Cellupica], for the thoughtful introduction and I appreciate the invitation to address the ICI’s 2025 Investment Management Conference. First, I’d like to congratulate Dorothy Donohue on her well-earned retirement. Dorothy has had an impressive career spanning both public and private service, with a deep knowledge of the fund industry and […]

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Caremark Liability for Materially Misleading Cybersecurity Disclosures: Solar Winds Reconsidered

By Tarik Samman | Published Tuesday, March 18, 2025

Delaware’s Caremark doctrine requires directors to exert oversight over legal risks and imposes personal liability for corporate traumas caused by legal violations on directors who knowingly or utterly breach those duties.  Duties and the threat of liability are heightened in the case of a Mission Critical Legal Risk (MCLR). Yet to date Delaware judges consistently […]

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Securities and Derivative Litigation: Quarterly Update

By Tarik Samman | Published Tuesday, March 18, 2025

Key Takeaways In this edition of Dechert’s Securities & Derivative Litigation Quarterly Update, we: Examine trends in federal securities class-action filings, which saw a slight uptick in 2024, with an increase in AI-related cases and notable declines in SPAC and cryptocurrency-related filings; Discuss recent decisions applying the U.S. Supreme Court’s 2021 decision in Goldman Sachs Group, […]

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Global Institutional Investor Survey 2024 Report

By Tarik Samman | Published Monday, March 17, 2025

Georgeson’s Global Institutional Investor Survey highlights some of the top priorities and strategies of institutional investors around the world. Priorities for 2025 include executive pay, shareholder rights, climate transition and human capital management. Such priorities can provide indicators for companies seeking to address potential risks and opportunities in a dynamic market environment increasingly shaped by […]

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A Theory of Calibrated Fiduciary Duties in Firms

By Tarik Samman | Published Monday, March 17, 2025

At the heart of the laws of firms lies an unsolved enigma: Although all owners presumably desire maximal profit irrespective of the form of firm, the rules of fiduciary duty diverge, as if the law seeks discretely disparate managerial behavior and thus qualitatively different business outcomes for each form of firm. The differences are not […]

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Preparing for the 2025 Reporting Season: Proxy Season Reminders

By Tarik Samman | Published Monday, March 17, 2025

With the 2025 proxy season upon us, this Alert highlights governance, disclosure, and engagement considerations for companies preparing for their 2025 annual meetings.  Many of the governance and disclosure matters discussed below remain consistent with prior rulemakings and disclosure requirements adopted by the U.S. Securities and Exchange Commission (SEC). However, in recent weeks, we have […]

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Three Areas Where Boards Spend Their Time But Don’t See Results

By Tarik Samman | Published Sunday, March 16, 2025

In today’s rapidly shifting business landscape, boards are simultaneously learning to navigate through unprecedented complexities while facing expectations to deliver sound advice for sustainable growth. Boards are under a range of intense pressures (Figure 1), including understanding cybersecurity and data privacy implications (66% of board directors identify this as a top three operational risk concern), […]

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Which Officers and Employees Have Advancement Rights?

By Tarik Samman | Published Saturday, March 15, 2025

In a notable opinion that impacts how Delaware corporations consider advancement of litigation expenses to their officers and employees, the Delaware Chancery Court signaled that, when corporations grant a right to advancement of litigation expenses, the corporation should take extra care in how it defines who is entitled to such advancement. An imprecise definition or […]

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Shareholder Activism – 2024 Review and 2025 Outlook

By Tarik Samman | Published Friday, March 14, 2025

Activity by activist hedge funds, both in the U.S. and abroad, has increased since the end of the pandemic.  In 2024, there was a slight increase in global activism campaigns compared to 2023, which saw a 9% increase in the number of campaigns compared to 2022.  Approximately one-fifth of S&P 500 companies currently have a […]

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2025 Proxy Season Trends: The Pendulum Swings Toward Management

By Tarik Samman | Published Friday, March 14, 2025

2024 affirmed the power of the “Big Three” (Vanguard, BlackRock, and State Street), and large, passive investors generally, to influence director elections and corporate governance. Several trends also emerged in 2024 highlighting expanded shareholder access to the corporate machinery: increased familiarity with the universal proxy card (“UPC”) rules, special interest campaigns focused on director elections […]

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