Author Archives: Tarik Samman

Prepare for Changes to the Shareholder Engagement Process

By Tarik Samman | Published Tuesday, March 11, 2025

As companies prepare for engagement with their shareholders in connection with the 2025 annual meeting season, they should be prepared for a change in the approach followed by institutional investors. These changes are being driven by recent Securities and Exchange Commission (SEC) staff guidance related to the ability of institutional investors to report their beneficial […]

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2025 Proxy Season Preview

By Tarik Samman | Published Monday, March 10, 2025

Shareholder proposals reached record levels in 2024, signaling continued shareholder engagement pressures for 2025. Companies should continue proactively engaging with shareholders, monitor policy updates, and ensure compliance with regulatory requirements to navigate this dynamic landscape effectively. Key Insights  The 2025 proxy season is expected to see sustained shareholder activism, evolving priorities in environmental and social […]

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ESG Misrepresentations and Bond Investors

By Tarik Samman | Published Monday, March 10, 2025

When the Securities and Exchange Commission (SEC) describes its mission as protecting investors, it mainly has stock investors in mind. The stock market crash of 1929 prompted Congress to pass the federal securities laws. It believed that ordinary investors needed protection from Wall Street insiders who exploited the speculative fervor in stock prices that preceded […]

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Impacts for US Companies of the Proposed EU Omnibus Package

By Tarik Samman | Published Monday, March 10, 2025

On February 26, 2025, the European Commission (Commission) published a proposed ‘Omnibus package’ to streamline some of the recently adopted European Union (EU) sustainability laws. The laws in scope of the proposed Omnibus package are the Corporate Sustainability Reporting Directive (CSRD), the EU Taxonomy Regulation, the Corporate Sustainability Due Diligence Directive (CSDDD) and the Carbon […]

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Remarks by Commissioner Peirce Before the Investor Advisory Committee

By Tarik Samman | Published Sunday, March 9, 2025

Thank you, Brian [Schorr], and good morning to you all at this first Investor Advisory Committee meeting of 2025. Thank you to all the panelists joining us today. Although the Commission’s make-up has changed and we are seeing Commission priorities shift, our shared desire to ensure vibrant capital markets and informed investors will continue to […]

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Statement by Acting Chair Uyeda on Climate-Related Disclosure Rules

By Tarik Samman | Published Saturday, March 8, 2025

Today, I am taking action on The Enhancement and Standardization of Climate-Related Disclosures for Investors rule that was adopted by the Commission on March 6, 2024 (the “Rule”). The Rule is currently being challenged in litigation consolidated in the Eighth Circuit and the Commission previously stayed effectiveness of the Rule pending completion of that litigation. […]

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Texas is Disrupting Delaware’s Dominance through Innovation

By Tarik Samman | Published Friday, March 7, 2025

Disruptive innovation has come to the jurisdictional competition for corporate charters. For decades, the biggest obstacle facing states seeking to challenge Delaware’s dominance in the jurisdictional competition for corporate charters was their inability to replace Delaware’s massive inventory of highly developed case law precedent. This body of law, coupled with the promise that an elite […]

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Weekly Roundup: February 28-March 6, 2025

By Tarik Samman | Published Friday, March 7, 2025

Securities Law Alert: Year in Review Posted by Stephen Blake, Craig Waldman, and Jonathan Youngwood, Simpson Thacher & Bartlett LLP, on Friday, February 28, 2025 Tags: Chevron, circuit courts, Loper Bright, Supreme Court Exiting Delaware: The TripAdvisor Decision Posted by Anna T. Pinedo, Mayer Brown LLP, on Saturday, March 1, 2025 Tags: Delaware cases, Delaware […]

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Board Oversight of Cybersecurity Incidents

By Tarik Samman | Published Thursday, March 6, 2025

Technological advancements have improved the ways that companies collect, transfer, and process data within and between organizations, creating markets that are largely reliant on internet infrastructure for their day-to-day operations. While these technological advancements have increased the speed at which business is conducted and improved efficiency and economies of scale, this convenience can often come […]

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Stakeholder Theory and the Challenge of Welfare Economics

By Tarik Samman | Published Thursday, March 6, 2025

In a new paper posted on SSRN, I argue that stakeholder theory will not become fully intellectually respectable until it adopts the concepts and methods of welfare economics. As everyone involved in corporate governance knows, stakeholder theory holds that directors should manage the corporation for the benefit of all its stakeholders, including not only its […]

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