Author Archives: Tarik Samman

Proxy Season Global Briefing : Shareholder Rights & Governance Trends

By Tarik Samman | Published Thursday, September 4, 2025

In the first instalment of our Proxy Season Global Briefing, we provide a rundown of headlines and key trends relating to shareholder rights and corporate governance from around the globe. Glass Lewis clients can access the full version, which also covers executive pay, board composition and shareholder activism, via the content libraries on Viewpoint and Governance […]

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State Officials’ Letter to Asset Managers

By Tarik Samman | Published Thursday, September 4, 2025

Dear Mr. Fink: We write to offer a fundamentally different vision of fiduciary responsibility than the one advanced in the July 2025 letter to you from signatories of the State Financial Officers Foundation (SFOF). We believe the views expressed in their letter misrepresent the true meaning of fiduciary duty and would require asset managers to […]

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What Drives Board Effectiveness in the Face of Uncertainty

By Tarik Samman | Published Wednesday, September 3, 2025

In an era marked by rapid change and increasing complexity, effective board oversight has never been more essential. In brief Corporate boards can leverage their long-term outlook to help the company navigate, prepare for and adjust the strategy for future challenges. Strong alignment between directors and management on risks and risk appetite is a crucial […]

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Asset Managers and Fossil Fuel Exclusion Screens

By Tarik Samman | Published Wednesday, September 3, 2025

Key Takeaways: Many asset managers exclude categories of investments from their portfolios, with a number of developments prompting asset managers to scrutinise their exclusion lists. As a result, some asset managers have adopted more flexible approaches, focussed on detailed due diligence for potential investments in certain industries in place of formal exclusions. We discuss in […]

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How Are Shareholder Meetings Changing and What Does It Mean for Corporate Governance

By Tarik Samman | Published Tuesday, September 2, 2025

A new OECD report on shareholder meetings and corporate governance sheds light on recent evolutions in shareholder meetings in 50 economies, with case studies on the Netherlands, Singapore, South Africa, Türkiye and the United Kingdom.  In a context of changing shareholder expectations and digital transformation, evolutions in shareholder meetings have important implications for corporate governance […]

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Public Companies Faced Added Disclosure Scrutiny During This Proxy Season

By Tarik Samman | Published Tuesday, September 2, 2025

As the 2025 proxy season ends, public companies have had to navigate a more nuanced and demanding disclosure environment. New disclosure requirements, such as Item 402(x) of Regulation S-K, and increased scrutiny of—and changing views on—diversity, equity, and inclusion (DEI) presented new disclosure challenges in 2025. At the same time, executive compensation strategies faced increasing […]

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Ongoing Legal Battle Over California’s Climate-Related Disclosure Laws

By Tarik Samman | Published Monday, September 1, 2025

Editor’s Note: On August 20, 2025, Plaintiffs filed an appeal to the U.S. Court of Appeals for the Ninth Circuit from the order denying their motion for a preliminary injunction. On August 13, 2025, the U.S. District Court for the Central District of California denied a motion for preliminary injunction to enjoin California Senate Bills […]

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Delaware Court Dismisses Claims Against Directors for Failing to Investigate Past Misconduct

By Tarik Samman | Published Sunday, August 31, 2025

In a recent dismissal of all claims in Borsody v. Gibson, the Delaware Court of Chancery grappled with an unusual set of circumstances involving a former director who believed he had been wrongfully removed from a board and prevented from exercising his stock options. Having missed the window for asserting claims against the two officers who […]

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Shareholder Proposal Developments During The 2025 Proxy Season

By Tarik Samman | Published Saturday, August 30, 2025

This post provides an overview of shareholder proposals submitted to public companies during the 2025 proxy season, including statistics and notable decisions from the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) on no-action requests. As discussed below, based on the results of the 2025 proxy season, there are several key takeaways […]

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Weekly Roundup: August 22-28, 2025

By Tarik Samman | Published Friday, August 29, 2025

Reinforcing Ethics and Oversight in Corporate Governance: Essentials for Public Companies Posted by Amy Schuh and Leland Benton, Morgan Lewis & Bockius LLP, on Friday, August 22, 2025 Tags: Corporate ethics, Corporate governance, SEC, Stakeholders Wildest Campaigns 2025 Posted by Antoinette Giblin, Diligent Market Intelligence, on Saturday, August 23, 2025 Tags: M&A, Proxy fights, Shareholders, […]

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