Author Archives: Tarik Samman

ESG and Sustainability Insights: 10 Things That Should Be Top of Mind in 2025

By Tarik Samman | Published Saturday, January 18, 2025

Through the course of 2024, the development of the ESG and sustainability landscape was dynamic. We anticipate that this dynamism will intensify in 2025, given the implementation and potential amendment of ESG-related regulations and significant geopolitical developments around the globe. Companies, investors, and asset holders will need to remain agile and informed to adequately respond […]

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Balancing Company Flexibility with Shareholder Expectations

By Tarik Samman | Published Thursday, January 16, 2025

KEY TAKEAWAYS No more than 15% of equity plans on the ballot over the past five years limit the plan administrator’s capacity to accelerate awards. Companies’ inclusion of Minimum Vesting Requirements within their plans has remained consistent. Over the past five years, four out of 10 equity plan proposals contain minimum vesting provisions. Although considered […]

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Expanding Shareholder Voice: The Impact of SEC Guidance on Environmental and Social Proposals

By Tarik Samman | Published Thursday, January 16, 2025

In recent years, shareholder proposals on environmental and social (E&S) issues have seen a dramatic rise in support. For instance, at its peak in 2021, support for environmental proposals stood at 40.24%, surpassing even that of governance proposals, which stood at 35.52%. This trend, however, took an unexpected turn in 2022 and 2023, where support […]

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SEC Comment Letter Trend: AI-Related Disclosures

By Tarik Samman | Published Thursday, January 16, 2025

SEC officials have declared artificial intelligence (“AI”) “the most transformative technology of our times” while cautioning that “if a public company is using AI, that company has to be honest about the role AI plays in its business and not exaggerate it to the point of AI washing .” To address this concern, the SEC has […]

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Statement on Corporate Governance and Annual General Meetings in 2025

By Tarik Samman | Published Wednesday, January 15, 2025

This statement was created by a team including Susana McDermott, ICCR’s Director of Communications and Nadira Narine of the Interfaith Center on Corporate Responsibility and Cynthia Simon of the Shareholder Rights Group A central tenet of U.S. capital markets is that boards of directors of public corporations are accountable to their shareholders. The annual general […]

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Codetermination’s Moment of Truth: Overseas Workers

By Tarik Samman | Published Wednesday, January 15, 2025

A growing number of corporate law scholars embrace the idea that employees should have some representation on corporate boards, a concept known as codetermination.  Multiple factors drive the calls for reform.  America’s labor movement has long been in decline, accompanied by worsening economic prospects for working-class Americans.  Some scholars see codetermination as a potential pathway […]

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2025 Executive Compensation Reminders for Public Companies

By Tarik Samman | Published Wednesday, January 15, 2025

Key Takaways: Compensation planning for 2025 is well underway. In this Debevoise In Depth, we highlight nine reminders for public companies for the 2025 executive compensation and disclosure season: Understand SEC disclosure and tax implications of executive and director perks; Revisit ESG (including DEI) goals in short- and long-term incentive plans; Enhance disclosure for adjustments […]

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District Court Rules BlackRock’s Inclusion as 401(k) Investment Manager Breaches Company’s ERISA Duty of Loyalty

By Tarik Samman | Published Tuesday, January 14, 2025

The District Court for the Northern District of Texas recently ruled that a company breached its fiduciary duties under the Employee Retirement Income Security Act of 1974 (“ERISA”) for permitting BlackRock’s inclusion as an investment manager of its employees’ retirement assets in a 401(k) Plan. After a four-day bench trial, the Court found that the […]

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Non-Profit Hospital Governance, Conduct, and CEO Pay

By Tarik Samman | Published Tuesday, January 14, 2025

Does the membership of an organization’s CEO on its board of directors affect the organization’s performance?  CEO board membership can have two opposing effects.  On one hand, it can reduce the independence of the board from management and thereby impede the ability of the board to monitor the CEO’s failure to pursue shareholder interests (Fama […]

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2025 Outlook: Key Delaware Court Appeals and Their Impact on Corporate Law

By Tarik Samman | Published Tuesday, January 14, 2025

In 2024, Delaware courts continued to address important areas of corporate law, particularly regarding controlling stockholders. Several of those high-profile decisions were decided at the trial level and are now on appeal. In 2025, we will be watching as the Delaware Supreme Court addresses issues including aiding and abetting, nominal damages, non-ratable benefits for controlling […]

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