Author Archives: Tarik Samman

Chancery Finds That Buyers Breached Their Efforts Obligation—Auris and Alexion

By Tarik Samman | Published Thursday, October 17, 2024

In the Court of Chancery’s two most recent earnout decisions—Fortis v. Johnson & Johnson (“Auris”) (Sept. 4, 2024) and SRS v. Alexion (Sept. 5, 2024)—the court concluded that a buyer breached its contractual obligation to use “commercially reasonable efforts” to achieve an earnout. In Auris, the parties had agreed to an “inward-facing” obligation, requiring that the buyer use efforts to […]

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2024 Stewardship Investor Survey – Maximizing Engagement: What Investors Want

By Tarik Samman | Published Wednesday, October 16, 2024

Stewardship survey at a glance: Investors believe the stewardship work they do can impact investment performance 72% of investors expect their stewardship activities to have an impact on investment performance over the next three to four years. Relationship-building is a key factor for accepting an engagement, but timing matters 51% of investors say their relationship […]

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Re-Thinking The Hostility Towards Dual-Class Share Structures: When Dual-Class Shares Work Better

By Tarik Samman | Published Wednesday, October 16, 2024

Within the field of corporate governance, few issues inspire as much fervor from critics as the use of dual-class or multi-class share structures at certain companies. In recent years, proxy advisory firms and other self-proclaimed good governance advocates have increasingly embraced the ‘one share, one vote’ approach while castigating companies with dual-class stock. But our […]

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2024 proxy season review

By Tarik Samman | Published Tuesday, October 15, 2024

Highlights from the 2024 proxy season Across both retail and institutional segments of shareholders, there was an increase in voting support for corporate directors and Say-on-Pay, along with a continued decrease in support for Environmental and Social proposals. Increased support for directors and pay is consistent with rising market valuations since the 2023 proxy season. […]

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How Deals Die

By Tarik Samman | Published Tuesday, October 15, 2024

The risk that a signed deal will nevertheless fail to reach completion has always been a focal point of public company mergers and acquisitions negotiations. This closing risk exists because the signing of a merger agreement and the completion of the planned deal do not occur simultaneously. Between the signing and closing, a multitude of […]

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Proposed AI Reporting Requirements: Key Takeaways for Companies

By Tarik Samman | Published Tuesday, October 15, 2024

The Commerce Department’s Bureau of Industry and Security (BIS) has proposed a rule that would establish reporting requirements to track development of advanced artificial intelligence (AI) models, in accordance with instructions in an October 2023 executive order. The proposed rule is intended to bolster the government’s understanding of the capabilities and security of dual-use foundational AI models.   […]

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From the Ballot to the Boardroom: Lessons Learned From Election Disinformation Efforts

By Tarik Samman | Published Monday, October 14, 2024

Election-related disinformation campaigns have become a staple of modern election cycles, both in the U.S. and globally. Whether driven by foreign influence operations or domestic political or extremist groups, disinformation efforts are now an election mainstay. While the effect of disinformation efforts on voters is difficult to assess, trends reveal how tactics leveraged in recent […]

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2024 Annual Corporate Directors Survey: Uncertainty and transformation in the modern boardroom

By Tarik Samman | Published Sunday, October 13, 2024

Introduction Historically, a looming presidential election has had notable impacts for corporate boards and their agendas, necessitating scenario planning for potential regulatory shifts. The 2024 election matters more than usual. Not only is the American electorate more polarized than anytime in modern history — making corporate leaders’ every statement and decision subject to public criticism — […]

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2024 Proxy Season Review: Corporate Resilience in a Polarized Landscape

By Tarik Samman | Published Saturday, October 12, 2024

The 2024 proxy season was marked by increased partisanship and political uncertainty, making shareholder proposals even more contentious compared to the past. This report outlines the key developments of the 2024 proxy season and offers practical insights for companies to strengthen offseason investor engagement as well as prepare for the challenges of the 2025 proxy […]

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De-risking Litigation Exposure: Conflict Management as an Integral Part of Business Administration

By Tarik Samman | Published Friday, October 11, 2024

In today’s interconnected global economy, multinational corporations are increasingly exposed to a wide array of litigation risks. These risks, ranging from class action lawsuits to regulatory enforcement, contractual disputes and intellectual property infringements, pose significant threats to a company’s operations, reputation and financial health. As highlighted in our recent research, litigation has transitioned from being […]

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