Author Archives: Tarik Samman

Dealing with Activist Hedge Funds and Other Activist Investors

Shareholder activism activity has continued at elevated levels in 2025, with activists undeterred by economic and geopolitical uncertainty. Regardless of industry, size or performance, no company is too large, too popular, too new or too successful to consider itself immune from activism. Although poor stock price performance and operational and strategic missteps can increase vulnerability, […]

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Do Shareholders Have a Say on Say-on-Pay?

I. Introduction Since their conception in 2011, say-on-pay (“SOP”) proposals have become a hot-button issue for proxy advisors, politicians, corporate governance experts, and the public at large. Though they are simply advisory votes on the previous year’s pay, if a substantial portion of shareholders vote AGAINST the pay package (e.g. 20%), they can send a […]

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How Three Years of the SEC’s Universal Proxy Card Have Changed Proxy Contests

On September 1, 2022, the SEC’s universal proxy card (UPC) rules took effect, allowing shareholders to freely “mix-and-match” from among management and dissident nominees in contested director elections.  Before the rules’ adoption, their impact on shareholder activism was hotly debated, including in a comment letter to the SEC from our practice.  Since they went into […]

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Governance Matters: Don’t Overlook Board Oversight

Director elections can be a powerful tool for investors to weigh in on ineffective boards. Most conversations around proxy voting focus on shareholder proposals and executive compensation. Meanwhile, the most significant votes tend to fly under the radar: director elections. Boards of directors play a vital role in representing shareholder interests by overseeing a company’s […]

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How Remote Meetings Are Reshaping Boardroom Expectations

The corporate boardroom has long been a symbol of tradition, formality, and in-person deliberation. But in 2025, that image is rapidly evolving. Remote meetings, once considered a temporary workaround during global disruptions, have now become a cornerstone of modern governance. This shift enhances convenience but also reflects a deeper transformation in how boards operate, communicate, […]

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Being Prepared for the Next Crisis: The Board’s Role

Boards are navigating an era of profound and persistent volatility. Global trade dynamics are in flux, shaped by shifting alliances and unpredictable tariffs. These disruptions have created ripple effects across companies’ strategic plans and supply chains, forcing companies to rethink revenue growth, financial performance, sourcing strategies, cost structures and operations. At the same time, economic […]

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US and EU Agree on Trade Framework Agreement – Implications for ESG/CSR Compliance

On August 21, the US and EU announced that they have agreed on a Framework on an Agreement on Reciprocal, Fair, and Balanced Trade. The Framework Agreement expands upon earlier official statements on the US-EU trade deal and is intended as a first step in a process to improve market access and increase the US-EU […]

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Best Practices for Corporate Sustainability Teams

This report—based on a survey of 70 corporate sustainability and environmental, social & governance (ESG) leaders at US and multinational firms—examines and shares best practices on how companies structure and position their sustainability teams, how they interact with other business functions, and how those choices shape overall efficiency and effectiveness. Trusted Insights for What’s Ahead® […]

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Redefining the Role: How Innovative Corporate Investigations Leaders Drive Impact

Introduction Historically, the role of the corporate investigations leader has been defined by a singular focus: compliance enforcement.  Their work was often reactive, engaging only when challenges emerged, such as compliance concerns and reputational risks.  While effective in addressing immediate problems, this approach often kept investigations siloed from the broader business, limiting their ability to […]

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Weekly Roundup: August 29-September 4, 2025

Overlapping Directors as a Competition Problem Posted by Mark A. Lemley (Stanford Law School) and Rory Van Loo (Boston University School of Law), on Friday, August 29, 2025 Tags: Antitrust, Board governance, Collusion, Interlocking boards, Private equity Shareholder Proposal Developments During The 2025 Proxy Season Posted by Elizabeth A. Ising, Ronald O. Mueller, and Geoffrey […]

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