Author Archives: Tarik Samman

Three Areas Where Boards Spend Their Time But Don’t See Results

In today’s rapidly shifting business landscape, boards are simultaneously learning to navigate through unprecedented complexities while facing expectations to deliver sound advice for sustainable growth. Boards are under a range of intense pressures (Figure 1), including understanding cybersecurity and data privacy implications (66% of board directors identify this as a top three operational risk concern), […]

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Which Officers and Employees Have Advancement Rights?

In a notable opinion that impacts how Delaware corporations consider advancement of litigation expenses to their officers and employees, the Delaware Chancery Court signaled that, when corporations grant a right to advancement of litigation expenses, the corporation should take extra care in how it defines who is entitled to such advancement. An imprecise definition or […]

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Shareholder Activism – 2024 Review and 2025 Outlook

Activity by activist hedge funds, both in the U.S. and abroad, has increased since the end of the pandemic.  In 2024, there was a slight increase in global activism campaigns compared to 2023, which saw a 9% increase in the number of campaigns compared to 2022.  Approximately one-fifth of S&P 500 companies currently have a […]

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2025 Proxy Season Trends: The Pendulum Swings Toward Management

2024 affirmed the power of the “Big Three” (Vanguard, BlackRock, and State Street), and large, passive investors generally, to influence director elections and corporate governance. Several trends also emerged in 2024 highlighting expanded shareholder access to the corporate machinery: increased familiarity with the universal proxy card (“UPC”) rules, special interest campaigns focused on director elections […]

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Activism in the 2024 Proxy Season and Implications for 2025

The 2024 proxy season was notable for a number of reasons. Upward trends in the number of campaigns, the increased number of activists, and an increased focus on “operational” campaigns coupled with decreased success of activists in proxy fights and an uptick in settlements, as well as major developments in the domestic and international political, […]

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Weekly Roundup: March 7-13, 2025

Texas is Disrupting Delaware’s Dominance through Innovation Posted by Jonathan Macey (Yale Law School) and Roberta Romano (Yale Law School), on Friday, March 7, 2025 Tags: CEOs, delaware, Delaware law, Shareholders Statement by Acting Chair Uyeda on Climate-Related Disclosure Rules Posted by Mark T. Uyeda, U.S. Securities and Exchange Commission, on Saturday, March 8, 2025 […]

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The Enduring Nexus Between Value and Values

As the ESG backlash continues to unfold, some observers have suggested that criticism of ESG applies with equal force to the notion of stakeholder governance and, relatedly, vindicates Milton Friedman’s theory of shareholder primacy. This erroneously assumes that ESG is congruent with stakeholder governance, and that the two concepts are inextricably intertwined. To the contrary, […]

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An Early Look at Trends From Proxy Season 2025

In anticipation of the 2025 proxy season, publicly traded companies are actively preparing their proxy statements (DEF 14A) for submission to the Securities and Exchange Commission (SEC). These proxy statements, which contain key information pertaining to executive compensation, corporate governance practices and shareholder voting matters, will be presented and discussed at their respective annual shareholder […]

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An Update on ESG Litigation Risks in the United States

Key Takeaways Early in the second Trump administration, the SEC has shown a less permissive attitude to company and investor engagement on environmental, social and governance (“ESG”) matters. While litigation efforts by state and private actors challenging ESG-policies have had mixed results, successes have been achieved where plaintiffs have focused on potential faults in decision-making […]

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U.S. Shareholder Activism Review 2024 and a Look Toward 2025

As we know, activism can take many forms, but the goal always remains generally the same: to motivate management and boards to make changes in the way their companies are currently operating. The strategy that activists will use depends on their objectives and ultimate desired outcome. No one single factor drives an activist’s potential interest […]

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