On November 17, ISS published its annual update to its U.S. Corporate Governance Policy. These updates are certain to have an impact on voting in the upcoming 2012 proxy season, although the precise impact cannot be predicted. ISS has maintained a “case-by-case” approach to many of the significant issues. In that context, however, significant policy changes for this year include:
• Proxy Access. ISS generally supports proxy access proposals as “an important shareholder right.” It will analyze proxy access proposals on a case-by-case basis, taking into account unspecified “company-specific factors,” as well as factors specific to the proposal, such as ownership thresholds (percentage and holding period) to gain access, the maximum proportion of directors and, in the case of multiple nominations, the method of determining whose nominations will appear in the proxy. The policy updates do not give any indication of where ISS would come out on any of the proposal-specific factors.....
Please see full alert below for more information.
Firefox recommends the PDF Plugin for Mac OS X for viewing PDF documents in your browser.
We can also show you Legal Updates using the Google Viewer; however, you will need to be logged into Google Docs to view them.
Please choose one of the above to proceed!
LOADING PDF: If there are any problems, click here to download the file.
Administrative Law Updates, Business Organization Updates
DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.
© Ropes & Gray LLP | Attorney Advertising