Author Archives: Tarik Samman

2022 Silicon Valley 150 Corporate Governance Report

By Tarik Samman | Published Thursday, February 16, 2023

The SV150 is released each year by Lonergan Partners, and is comprised of the 150 largest public companies in Silicon Valley, based on annual sales. Among the SV150 are some of the most influential technology and life sciences companies in the world. We noted the following key conclusions from our survey of SV150 corporate governance. […]

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(Much Too Early) Observations on the Universal Proxy Card

By Tarik Samman | Published Wednesday, February 15, 2023

A considerable amount of ink has already been spilled over the universal proxy rules, their potential impact, and what public companies and engaged shareholders should do to prepare for, adapt to, and take advantage of the required use of universal proxy cards in certain director election contests. In this article, we will not journey down […]

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Board Governance Structures and ESG

By Tarik Samman | Published Wednesday, February 15, 2023

Companies are facing increasing pressure to manage a growing range of risks as a result of rapidly evolving environmental, social, and governance (ESG) issues. Climate-related factors have gained a great deal of attention among ESG matters, but the scope of ESG is much broader, including social aspects of a company’s relationships with its stakeholders and […]

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2022 Investor Voting Report

By Tarik Samman | Published Tuesday, February 14, 2023

EXECUTIVE SUMMARY AND ACKNOWLEDGEMENT Following the October 2022 release of our report on the 2022 proxy season, our investor voting report offers an expanded analysis of investor voting decisions on key shareholder proposals, as well as management say-on-pay proposals and director elections. We consider the 2022 proxy season to include company meetings occurring July 1, […]

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The Complex Materiality of ESG Ratings: Evidence from Actively Managed ESG Funds

By Tarik Samman | Published Tuesday, February 14, 2023

ESG (Environmental, Social, and Governance) investing—alternatively, socially responsible investing or sustainable investing—is growing rapidly in popularity. In the fourth quarter of 2019, the assets of ESG-based mutual funds stood globally at nearly $1 trillion. Just two years later, in the fourth quarter of 2021, those assets stood at nearly $3 trillion. That growth has created […]

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Vanguard-Advised Funds’ Perspective on Contested Elections

By Tarik Samman | Published Monday, February 13, 2023

Executive summary New rules requiring the use of a universal proxy card in contested director elections at U.S. public companies are expected to alter the dynamics under which contested director elections are conducted. Vanguard’s internally managed funds’ approach to evaluating contested director elections remains the same with the adoption of a universal proxy card. In […]

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Trust, Transparency, and Complexity

By Tarik Samman | Published Monday, February 13, 2023

In recent years, there has been increasing complexity in both physical and financial products, due to higher demand for customization and financial innovation. Customers—who may have trouble understanding all relevant product attributes—have to trust the producers in order to buy their products, and investors have to trust these producers in order to invest in them. […]

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Change management for the legal function

By Tarik Samman | Published Sunday, February 12, 2023

It’s not unusual for organizations to struggle with organizational change. In-house legal departments are no exception. In the past year, more than 43% of chief legal officers (CLOs) indicated that transformation is a top priority within their legal function, with a focus on technology (86%) and strategy (14%). Many of these CLOs may be heading […]

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Who Are Quality Shareholders and Why You Should Care

By Tarik Samman | Published Saturday, February 11, 2023

The stated purpose of the Pileggi Lecture is to create an opportunity for those “distinguished” in corporate law and governance to address those “most responsible for shaping it:” the Delaware bench and bar. The message I’d like to share is: you are doing an excellent job, and please keep it up. A few takeaways upfront: […]

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Director Perspective: Top Priorities of 2023

By Tarik Samman | Published Friday, February 10, 2023

If 2020 was the year of the COVID-19 pandemic and 2021 was the year of building toward recovery, 2022 offered little respite for directors overseeing companies amid a chaotic business environment. To gain insight into the key trends that will impact boards in 2023 and how directors plan to adapt, the National Association of Corporate […]

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