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Existing (ISS) voting policy is to recommend against the election of boards of directors if charter or bylaw amendments were enacted without shareholder approval and in a manner that materially diminishes shareholders’ rights...more
On February 20, (ISS) published long-awaited FAQs clarifying its voting policies on proxy access proposals that would allow investors to include director nominees in the company’s proxy materials....more
In preparing for the upcoming proxy season, it is important for issuers to be familiar with the current Canadian proxy voting guidelines prepared by Institutional Shareholder Services Inc. (ISS) and Glass Lewis & Co. (Glass...more
Proxy research and advice entities Institutional Shareholder Services Inc. (“ISS”) and Glass, Lewis & Co., LLC (“Glass Lewis”) recently updated the guidelines each service will use to inform their voting recommendations for...more
The Comptroller of the City of New York, who oversees pension funds with a combined $160 billion in assets, recently submitted proxy access shareholder proposals at 75 U.S. public companies as part of its Boardroom...more
On October 15, 2014, Institutional Shareholder Services Inc. (“ISS”) published its key draft policy changes for the 2015 proxy season. There are only two proposed updates for the United States. The first introduces a new...more
On October 15, Institutional Shareholder Services (ISS), a leading proxy advisory firm, released for comment draft voting policy changes for 2015. The two significant proposals that would impact US companies are as follows...more
Institutional Shareholder Services (ISS) recently released for public comment its 2015 draft voting policies. The draft policies relate to two topics affecting the U.S. market: independent board chair shareholder proposals...more
Board composition has been a governance focus for a while. In addition, recent pronouncements by ISS and The Council of Institutional Investors have expressed concerns about the impact of lengthy tenures on director...more
On January 13, ISS released FAQs expressing its views on a board’s adoption of director compensation bylaws. To counteract the increasing practice implemented by hedge funds and other dissident shareholders of paying their...more
Just before Thanksgiving, ISS released its U.S. Corporate Governance Policy 2014 Updates. The updates are the result of what ISS describes as a “robust, inclusive, and transparent” process and will apply to shareholder...more
On October 21, 2013, Institutional Shareholder Services (ISS), an influential proxy advisory firm, released three proposed updates to its Canadian proxy voting guidelines. The proposed updates relate to director overboarding,...more
On October 21, 2013, Institutional Shareholder Services Inc. (“ISS”) published its key draft policy changes for the 2014 proxy season (the “Draft Policies”). There are only two proposed updates for the US, neither of which...more
The nightmare of every corporate director is to wake up to find out that the company of the Board he or she sits on is on the front page of the New York Times (NYT) for alleged illegal conduct.
Originally Published in...more
Proxy season is upon us and the plaintiffs’ bar is demonstrating its resourcefulness by bringing a third wave of shareholder litigation. This new wave, which has not crested yet, consists of a return to derivative shareholder...more
Say-on-pay has contributed to an environment where shareholder engagement is an increasingly critical component of corporate governance.
In this section, we take a broad look at the corporate governance landscape to...more
The following issues are among those addressed in ISS' non-compensation-related FAQs...
The upcoming 2013 proxy season will likely be impacted by new policies issued by proxy advisers, as well as shareholder activists taking advantage of previously adopted rules, rather than by recent legislative or rulemaking...more
Set forth below are summaries of key ISS and Glass Lewis policy updates that will take effect for the 2013 proxy season.
ISS Policy Updates -
Pay-for-Performance Evaluation -
Revised Peer Group Methodology. ISS...more
In This Issue:
- 2013 Annual Meeting Season
- Dealing with ISS and Other Proxy Advisory Firms this Proxy Season
- SEC Update
- Other NYSE/NASDAQ Developments
- Delaware Law Update — Delaware Court Applies...more
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