Author Archives: Tarik Samman

Have CEOs Changed?

By Tarik Samman | Published Thursday, September 19, 2024

CEOs hired in recent years are similar in terms of their overall ability and interpersonal orientation to CEOs hired earlier. The same four factors revealed by earlier research still explain roughly half of the variation in CEOs’ characteristics: overall ability and whether they are more execution-oriented and less interpersonal, more analytical and less charismatic, or […]

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2024 Proxy Season Review: Compensation-Related Matters

By Tarik Samman | Published Thursday, September 19, 2024

Support for management say-on-pay proposals remained high The number of failed say-on-pay votes reached a ten-year low across both the S&P 500 and the Russell 3000 Overall shareholder support averaged 90% among the S&P 500 and 91% among the Russell 3000 in H1 2024 (vs. 88% and 90% in H1 2023) ISS recommendations meaningfully impacted […]

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Litigation Targeting Large Company DEI Programs on the Rise

By Tarik Samman | Published Wednesday, September 18, 2024

The Supreme Court’s 2023 decision in Students for Fair Admissions, Inc. v. President and Fellows of Harvard College (SFFA) has been a game changer not just in college admissions but in employment as well. While the decision did not apply directly to private employers, its strong language criticizing affirmative action has reverberated through the corporate […]

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California lawmakers fail to delay compliance deadlines in landmark climate-related disclosure laws

By Tarik Samman | Published Wednesday, September 18, 2024

Proposals to delay compliance deadlines in California’s three landmark climate-related disclosure laws failed to pass during the recently concluded legislative session, while a modest set of changes to S.B. 253 and 261 were approved and will be sent to Governor Newsom for signature. As a result, in-scope companies will be required to report under S.B. […]

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Securities Regulation and Big Business

By Tarik Samman | Published Wednesday, September 18, 2024

Towards the start of the twentieth century, big businesses were primarily created through mergers engineered by Wall Street financiers. The federal government enacted antitrust statutes to check the power of trusts that put numerous competitors under the control of one entity to stifle competition. Corporate bigness has never been precisely defined, and for a period […]

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Board Oversight of AI

By Tarik Samman | Published Tuesday, September 17, 2024

AI is rightly seen as a transformative tool with the potential to change every aspect of our lives: how we live, how we work, how we create, how we communicate, how we learn. The potential applications are dizzying in their scope, and companies are scrambling to determine how they can participate in the AI revolution, […]

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Disclosing and cooling-off: An analysis of insider trading rules

By Tarik Samman | Published Tuesday, September 17, 2024

Regulating insider trading has long been a controversial issue, balancing the need for fairness and market integrity in financial markets against insiders’ practical needs to trade for non-informational purposes such as rebalancing and liquidity needs. Central to this debate is the U.S. Securities and Exchange Commission’s (SEC) Rule 10b5-1, which provides a legal safe harbor […]

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Delaware Court of Chancery Finds Buyer Failed to Use Commercially Reasonable Efforts in Pharma Milestone Payment Case

By Tarik Samman | Published Tuesday, September 17, 2024

Earnout provisions in acquisition agreements can be a useful tool in bridging the valuation gap by deferring portions of the purchase price until certain post-closing milestones are achieved, and they are particularly common in developmental-stage pharmaceutical transactions. Practitioners should take note of the September 5, 2024 opinion in Shareholder Representative Services LLC v. Alexion Pharmaceuticals, Inc., […]

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Rewriting the Proxy Playbook: Trian Partners vs. Disney Case Study

By Tarik Samman | Published Monday, September 16, 2024

Trian Partners’ campaign to wrest two board seats from The Walt Disney Company already stands as a proxy contest for the ages and will rewrite the playbook for many contested meetings in the years to come. In addition to the significant outreach to the institutional investors (“usual institutional suspects,”) the campaign required substantially increased retail […]

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Is 2024 past peak ESG?

By Tarik Samman | Published Monday, September 16, 2024

Until recently, new ESG funds–both active and passive–seemingly flooded the U.S. (and global) markets to match investor demand. After years of ESG (and its alter-ego anti-ESG) being a part of the cultural zeitgeist, the trend has reversed. In the first half of 2024, the U.S. ESG market experienced net outflows of over $13 billion, on […]

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