Author Archives: Tarik Samman

TikTok’s Identity Crisis: Corporate Personality in a De-Globalizing World

Introduction TikTok’s travails under the Trump and Biden Administrations are typically portrayed as a clash between national security interests and First Amendment protections. This tension is the focus of TikTok’s suit against the U.S. Government over a 2024 law that subjects the video platform to a ban in the United States unless it is divested […]

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Weekly Roundup: December 27-January 2, 2025

Key Considerations for 2024 Form 10-K and Form 20-F Filings Posted by Robert W. Downes, Catherine M. Clarkin and Alan J. Fishman, Sullivan & Cromwell LLP, on Friday, December 27, 2024 Tags: Disclosure, Form 10-K, Form 20-F, SEC Variance in Succession Strategy and Transition Processes Posted by Carey Oven, Natalie Cooper, and Bob Lamm, Deloitte LLP, […]

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Greenwashing: The Emerging Liability Landscape

General counsel face a looming ESG challenge: managing sustainability claims that could become potential litigation triggers. Proactive Risk Management is a Strategic Imperative The threat of greenwashing (either exaggerated or untrue sustainability claims) is larger than ever, and the consequences have never been more severe. Companies are no longer judged merely on their sustainability intentions, […]

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The CEO Scorecard: How Directors Select a CEO When They Have Real Skin in the Game

We recently published a paper on SSRN (“The CEO Scorecard: How Directors Select a CEO When They Have Real Skin in the Game”) that examines how boards can improve succession planning through use of an outcomes-based CEO scorecard that matches candidates’ skills against the value drivers of the business. Shareholders, stakeholders, and corporate insiders place […]

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Matters To Consider for the 2025 Annual Meeting and Reporting Season: Executive Compensation

Incorporate Lessons Learned From the 2024 Say-on-Pay Votes and Compensation Disclosures and Prepare for 2025 Pay Ratio Disclosures Companies should consider their recent annual say-on-pay votes and best practices for disclosure when designing their 2025 compensation programs and communicating about those programs to shareholders. Companies should also review the latest say-on-pay trends, including overall 2024 […]

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Directors, by Securing Indemnification Rights, Were Rendered Self-Interested

In GB-SP v. Walker (Nov. 15, 2024), the Delaware Court of Chancery found that directors of Bridgestreet Worldwide, Inc. (the “Company”), by securing indemnification rights for themselves in connection with approving a Foreclosure Agreement with the Company’s creditor, rendered themselves materially conflicted. As a result, the court reviewed the Plaintiff’s claim—that the directors breached their fiduciary duties […]

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Public Sentiment Decomposition and Shareholder Actions

Public sentiment regarding corporate practices has become increasingly pronounced, particularly with the rise of social media and the democratization of information. This heightened public engagement encompasses a variety of issues including, for example, a company’s financial performance, products, environmental policies, treatment of employees and corporate governance practices. Traditional media coverage and social media interactions serve […]

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Delaware Court Rejects Musk’s Pay Package for Second Time

A Delaware Court has rejected Tesla’s attempt to reinstate Elon Musk’s court-rescinded options despite Tesla’s shareholders “ratification” of the options. Tesla and Musk could appeal the latest court decision or the earlier decision which initially struck down the Musk option grant. Separately, the Court approved record-setting attorney fees in the amount of $345 million, down […]

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Variance in Succession Strategy and Transition Processes

From time to time, On the Board’s Agenda uses an abbreviated format to highlight noteworthy data or recent developments in governance. This edition combines survey data on succession planning to explore variance in responses provided by chief executive officers (CEOs) and public company corporate secretaries. Succession planning is important for long-term sustainability, though the process […]

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Key Considerations for 2024 Form 10-K and Form 20-F Filings

SUMMARY As companies prepare their annual reports on Form 10-K and Form 20-F for calendar year 2024, they should consider recent changes to the disclosure rules of the U.S. Securities and Exchange Commission (“SEC”) and the implications of certain recent developments in SEC enforcement activity and rulemaking. This memorandum summarizes these disclosure considerations and highlights […]

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