On January 14th, BlackRock’s CEO Larry Fink issued his annual letter to portfolio company CEOs, this year titled “A Fundamental Reshaping of Finance.” The letter focuses on the potential effect that climate change will have...more
Proxy advisory firms Institutional Shareholder Services (“ISS”) and Glass, Lewis & Co. (“Glass Lewis”) have issued updated proxy voting guidelines for the upcoming 2020 proxy season. Notable policy updates issued by one or...more
11/22/2019
/ Board of Directors ,
Committee Members ,
Corporate Executives ,
Corporate Governance ,
Executive Compensation ,
Glass Lewis ,
Independent Director ,
Institutional Shareholder Services (ISS) ,
Performance Reviews ,
Policy Updates ,
Proxy Advisory Firms ,
Proxy Season ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Say-on-Pay ,
Shareholder Proposals
Proxy advisory firms Institutional Shareholder Services (“ISS”) and Glass, Lewis & Co. (“Glass Lewis”) recently issued updated proxy voting guidelines for the upcoming 2019 proxy season. Notable updates were issued by one or...more
On October 1, 2018, two law school professors—Cynthia Williams of York University and Jill Fisch of the University of Pennsylvania—together with numerous institutional investors that collectively manage more than $5 trillion...more
For governance professionals, the fourth quarter of the fiscal year generally marks the kick-off for the next year’s annual meeting and proxy season. Over the past two years, public companies have seen a sharp rise in...more
We live in a social media age where even foreign policy is announced via Twitter with ease and speed. But recent events serve as a reminder to public companies that the federal securities laws operate as an important...more
Over the past 18 months, shareholder focus on environmental, social and governance issues - known collectively as “ESG” - has increased significantly. Once the target area of specialty investors, ESG issues are now a higher...more
The Securities and Exchange Commission (SEC) recently published interpretive guidance on public company cybersecurity disclosures, including publicly traded real estate investment trusts. While the new guidance confirms the...more
On February 21, 2018, the Securities and Exchange Commission (“SEC”) published interpretive guidance on public company cybersecurity disclosures. While the new guidance confirms the SEC’s intensified focus on cybersecurity...more
On November 22, 2017, Glass Lewis issued its updated proxy voting guidelines for the upcoming 2018 proxy season. Notable updates applicable to U.S. companies include new or revised policies relating to:
..gender diversity...more
On November 16, 2017, Institutional Shareholder Services (“ISS”) issued its updated proxy voting guidelines for the upcoming 2018 proxy season. Notable updates applicable to U.S. companies include new or revised policies:...more
Despite attempts to delay or eliminate the CEO pay ratio disclosure rule, most U.S. public companies will be required to comply with the rule beginning with their 2018 proxy statement. The CEO pay ratio disclosure rule will...more
Business Disruption Risk -
Given the recent events around the world, including both terrorist attacks and severe storms, REITs continue to cite business interruption risks as a significant concern for implementing...more
The Securities Exchange Commission (SEC) investigation of and the action taken against MDC Partners Inc. (“MDC”) and its former Chief Executive Officer, Miles S. Nadal (“Nadal”), underscore the importance of proper disclosure...more
Just in time for the annual season of work holiday parties and family gatherings, the United States Supreme Court unanimously confirmed that leaking material non-public information to a close relative who then trades in...more
12/19/2016
/ Confidential Information ,
Illegal Tipping ,
Insider Trading ,
Non-Public Information ,
Personal Benefit ,
SCOTUS ,
Securities and Exchange Commission (SEC) ,
Securities Violations ,
Tippees ,
Tippers ,
US v Salman
Proxy advisory firms Institutional Shareholder Services (ISS) and Glass, Lewis & Co. (Glass Lewis) recently issued updated proxy voting guidelines for the upcoming 2017 proxy season. Notable updates were issued by one or...more
On October 31, 2016, Institutional Shareholder Services (ISS), a proxy advisory firm, announced its rebranded corporate governance rating system. Formerly known as QuickScore, the rating system is now called QualityScore to...more