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For the second year in a row, Glass Lewis opposes a lawyer's election to the SoftBank board of directors

Image: Reuters Berita 24 English -  Due to his professional ties to the tech conglomerate, proxy adviser Glass Lewis has encouraged SoftBank...


Image: Reuters


Berita 24 English -  Due to his professional ties to the tech conglomerate, proxy adviser Glass Lewis has encouraged SoftBank Group Corp shareholders to vote against the election of corporate lawyer Ken Siegel to the board of directors for the second year in a row.

Siegel, who heads the Tokyo office of law firm Morrison & Foerster's mergers and acquisitions unit, has represented SoftBank in transactions such as the purchase of chip manufacturer Arm and the failed sale of the Cambridge-based firm to Nvidia.

"We ask if the corporation needs to hire legal counsel for its board. Such links, in our opinion, cause conflicts for directors "Glass Lewis stated this in a proxy paper released ahead of the annual shareholder meeting on June 24.

Last year, about a third of shareholders voted against Siegel's election, an extraordinary show of discontent at an event famed for participants' outspoken displays of appreciation for Chief Executive Masayoshi Son.

As interest rates rise and tech values fall, Son will approach the stage at this year's event on the defensive, amid concerns about the conglomerate's exposure to high growth stocks, which saw its Vision Fund business post a record loss in May.

While Siegel cannot be considered independent, proxy adviser Institutional Shareholder Services Inc (ISS) advises his election, stating that "vote against this nominee may run the danger of actually enhancing management domination of the board."

The departure of top executives, notably Chief Operating Officer Marcelo Claure, has highlighted Son's prominent influence in the company he established.

Both proxy advisers urge that David Chao, a general partner at venture capital firm DCM Ventures, be elected to the nine-member board as the fifth outside director.

According to ISS, SoftBank has not revealed the amount of business it performs with Chao's company, which "prevents shareholders from analysing the significance of the relationship."

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