Author Archives: Tarik Samman

Sponsor-Controller Cleared of Conflicts in Sale Near Fund’s Term End

By Tarik Samman | Published Sunday, March 2, 2025

In Manti v. Authentix, minority stockholders of Authentix Acquisition Corp. (the “Company”) challenged the $87.5 million sale of the Company by private equity firm The Carlyle Group to private equity firm Blue Water Energy, LLC (the “Merger”). In an earlier decision in the case—issued seven years ago at the pleading stage of litigation—the court had found […]

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Exiting Delaware: The TripAdvisor Decision

By Tarik Samman | Published Saturday, March 1, 2025

On February 4, 2025, the Delaware Supreme Court (the “Court”) overturned a prior ruling by the Delaware Court of Chancery, which subjected TripAdvisor Inc.’s (“TripAdvisor”) and Liberty TripAdvisor Holdings Inc.’s (“Liberty”) corporate conversions to Nevada to an entire fairness review. Instead, the Court determined that the business judgment rule was the appropriate standard of review, […]

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Securities Law Alert: Year in Review

By Tarik Samman | Published Friday, February 28, 2025

Supreme Court Decisions and Developments Supreme Court: Overturns Chevron Deference Overturning nearly 40 years of precedent, on June 28, 2024, the Supreme Court held by a 6-3 vote: “Chevron is overruled.” Loper Bright Enters. v. Raimondo, 144 S. Ct. 2244 (2024) (Roberts, C.J.).  Under Chevron v. Natural Resources Defense Council, 104 S. Ct. 2778 (1984), […]

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Weekly Roundup: February 21-27, 2025

By Tarik Samman | Published Friday, February 28, 2025

Delaware Corporate Law Myth-Busting: The “Expanding Definition” of Controlling Stockholder Posted by Ben Potts, Andrew Blumberg, and Tom James, Bernstein Litowitz Berger & Grossmann LLP, on Friday, February 21, 2025 Tags: Delaware cases, Delaware Court of Chancery, Delaware law, Stockholder Delaware Posted by Martin Lipton, Wachtell, Lipton, Rosen & Katz, on Friday, February 21, 2025 […]

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The DEI Dilemma

By Tarik Samman | Published Thursday, February 27, 2025

We wrote recently about regulatory and policy developments that are ushering in a retreat from ESG at public companies, proxy advisors, and investors. As companies head into proxy season, the appropriate manner and scope of that retreat has been particularly fraught for Diversity, Equity and Inclusion (DEI)-related issues.  Companies are grappling with key judgment calls on how to […]

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Explicit and Implicit Bundling in Shareholder Voting on Cleansing Acts

By Tarik Samman | Published Thursday, February 27, 2025

The 2015 Delaware Supreme Court decision in Corwin expanded the cleansing effect of a shareholder vote, thereby endowing shareholder votes with greater normative weight than at any time in the modern period. Outside the context of a conflicted transaction involving a controlling shareholder, a fully informed uncoerced disinterested shareholder vote on a transaction is treated […]

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Delaware Supreme Court Overturns Tripadvisor Decision, Providing a Clearer Path for Reincorporation

By Tarik Samman | Published Thursday, February 27, 2025

In a much-anticipated decision, Maffei v. Palkon (“Tripadvisor”) (Feb.  4, 2025), the Delaware Supreme Court held that the Tripadvisor, Inc. board’s decision to reincorporate the company from Delaware to Nevada is subject to the deferential business judgment rule standard of review—and not the significantly more onerous entire fairness standard. The decision reverses the Court of Chancery’s holding […]

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Pay Ratios: CEO and C-Suite Compensation in the Russell 3000 and S&P 500

By Tarik Samman | Published Wednesday, February 26, 2025

The CEO is consistently the highest-paid executive in the C-Suite, but how does CEO compensation compare to that of other executives? This report examines the ratio of CEO total compensation to that of chief financial officers (CFOs), chief legal officers (CLOs), chief operating officers (COOs), chief human resource officers (CHROs), chief marketing officers (CMOs), and […]

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AI-Powered (Finance) Scholarship

By Tarik Samman | Published Wednesday, February 26, 2025

The Scale and Scope of AI-Generated Research Our study begins by mining over 30,000 potential stock return predictor signals from accounting data. These signals are constructed using various combinations of financial statement items from the COMPUSTAT database, representing a comprehensive universe of accounting-based return predictors. We identify 96 signals that demonstrate robust predictive power for […]

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Delaware Supreme Court Reaffirms High Bar for Proving Control by a Minority Stockholder

By Tarik Samman | Published Wednesday, February 26, 2025

Key Takeaways Delaware Supreme Court reaffirms that “the test for actual control by a minority stockholder is not an easy one to satisfy.” Supreme Court makes clear that control by a minority stockholder is “not presumed.” Supreme Court’s decision indicates that a special committee of independent directors, and not the full suite of MFW-procedures, may suffice […]

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