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Fenwick & West LLP

Proxy Voting Advisory Firms Address Severance Payments, Cybersecurity Risk Ownership and Share Ownership Guidelines in Updates to...

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Institutional Shareholder Services (ISS) and Glass Lewis, the leading proxy voting advisory firms in the United States, have announced updates and clarifications for their voting guidelines for the U.S. market for the 2024...more

Wilson Sonsini Goodrich & Rosati

ISS Releases 2024 Benchmark Policy Updates

On December 19, 2023, ISS Governance announced updates to its 2024 benchmark proxy voting policies. The full text of the updated benchmark policies for 2024 should be available later this month and will generally apply to...more

White & Case LLP

Overboarding in the UK: How many seats is too many

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In recent years "overboarding" has become an important issue for many UK companies and investors alike. Several large asset managers as well as proxy advisors, including Vanguard, BlackRock, and LGIM, have tightened their...more

Wilson Sonsini Goodrich & Rosati

Preparing for the 2023 Proxy Season

As we enter the 2023 proxy season, there are a number of new regulatory requirements, both technical and substantive, that have been implemented, and many more on the horizon. For example, many companies will need to comply...more

Skadden, Arps, Slate, Meagher & Flom LLP

Lessons From the First Few Contests Under the Universal Proxy Rules, and the Outlook for 2023

The Securities and Exchange Commission’s (SEC’s) new universal proxy rules, which took effect for meetings after August 31, 2022, require the use of “universal” proxy cards in all director election contests, except for...more

White & Case LLP

Proxy Advisory Firms Issue 2023 Voting Guidelines

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Institutional Shareholder Services ("ISS") and Glass Lewis & Co. LLC ("Glass Lewis"), the two major proxy advisory firms, recently issued their updated proxy voting guidelines for the 2023 proxy season. These policy updates...more

Wilson Sonsini Goodrich & Rosati

Glass Lewis and ISS Issue 2023 Updates

On November 17, 2022, Glass Lewis released its 2023 U.S. Policy Guidelines (U.S. Guidelines) and its 2023 ESG Initiatives Policy Guidelines (ESG Guidelines), effective for shareholder meetings on or after January 1, 2023. On...more

Fenwick & West LLP

Proxy Advisors Update Voting Guidelines for 2023 Focusing on Board Diversity, Officer Exculpation and ESG Oversight

Fenwick & West LLP on

Institutional Shareholder Services (ISS) and Glass Lewis, the leading proxy advisors in the United States, have announced updates and clarifications for their voting guidelines for the 2023 proxy season. Their voting...more

Orrick, Herrington & Sutcliffe LLP

Going Beyond Climate: A Closer Look at Environmental Proposals

ESG-related shareholder proposals featured prominently in the most recent proxy season, with nearly 40% of large-cap public companies facing a shareholder vote on ESG topics over the first half of 2022. As introduced in an...more

White & Case LLP

ISS and Glass Lewis Issue 2022 Updates: Top Six Key Policy Changes and Take-Aways

White & Case LLP on

In the past few weeks, both major proxy advisory firms, Institutional Shareholder Services ("ISS") and Glass Lewis & Co. LLC ("Glass Lewis"), have issued their updated proxy voting guidelines for the 2022 proxy season. These...more

BCLP

SEC Approves Universal Proxy Card Rules; Proposes to Rescind Portions of July 2020 Amendments to Proxy Advisor Rules

BCLP on

Yesterday the SEC approved new proxy rules requiring the use of universal proxy cards by management and shareholders soliciting proxy votes for their candidates in non-exempt director election contests, as well as mandating...more

Dorsey & Whitney LLP

SEC Requires Universal Proxy Cards for Contested Director Elections, Amends Other Proxy Disclosure Requirements for All Director...

Dorsey & Whitney LLP on

As expected, the SEC has adopted final rules requiring the use of universal proxy cards in shareholder meetings involving non-exempt contested director elections held after August 31, 2022. In addition, certain amendments...more

Allen Matkins

The SEC Has A Rule For That (Sort Of) . . .

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John Jenkins at DealLawyers.com took note of this recent blog by Professor Ann Lipton concerning the stockholder vote at The Tribune Publishing Company.  The gist of both these blogs was the decision by a 24% stockholder in...more

Allen Matkins

Who Exactly Is Soliciting Proxies?

Allen Matkins on

On Monday, John Jenkins at Deallawyers.com wrote about a recent Delaware Court of Chancery decision finding that as alleged, "the Director Defendants’ decisions to delegate the Proxy to the Conflicted Officer Defendants and...more

Blake, Cassels & Graydon LLP

Lignes directrices sur le vote par procuration pour 2021 : points saillants au Canada

À l’approche de la prochaine période de sollicitation de procurations, les émetteurs sont invités à se familiariser avec les lignes directrices canadiennes en matière de vote par procuration respectives d’Institutional...more

Blake, Cassels & Graydon LLP

2021 Proxy Advisory Firm Voting Guidelines: Canadian Highlights

In preparation for the upcoming proxy season, issuers should familiarize themselves with the Canadian proxy voting guidelines recently published by Institutional Shareholder Services Inc. (ISS) and Glass Lewis & Co. (Glass...more

Morrison & Foerster LLP

ISS Provides A Roadmap For The 2021 Proxy Season

Morrison & Foerster LLP on

Institutional Shareholder Services (ISS) has recently provided guidance outlining its approach to proxy voting advice for the 2021 proxy season. ISS adopted updates to its Benchmark Proxy Voting Guidelines (Voting Policy),...more

Bennett Jones LLP

2020 ISS and Glass Lewis Updates to Canadian Proxy Voting Guidelines

Bennett Jones LLP on

Institutional Shareholder Services ("ISS") and Glass, Lewis & Co ("Glass Lewis") have both released their updates to their respective Canadian proxy voting guidelines for the 2020 proxy season. The ISS updates apply to...more

Jones Day

Universal Proxy Card Delivers Win to Challengers in EQT Proxy Fight

Jones Day on

The Background: An insurgent won control of the board of directors of EQT Corporation in a proxy contest using a so-called "universal proxy card." The Issue: While the merits of universal ballots remain subject to debate,...more

McDermott Will & Emery

ISS and Glass Lewis Update Proxy Voting Guidelines for 2019

McDermott Will & Emery on

Institutional Shareholder Services Inc. and Glass, Lewis & Co., LLC both recently issued their annual proxy voting guideline updates. As revised, these guidelines have important implications for companies preparing for the...more

Dorsey & Whitney LLP

ISS Provides 2019 Voting Policy Updates

Dorsey & Whitney LLP on

ISS recently announced the 2019 updates to its proxy voting policies, which can be found here and which will be applied to annual meetings held on or after February 1, 2019. Among the various updates provided by ISS, the...more

WilmerHale

ISS Annual Policy Survey Seeks Input Regarding Auditors and Audit Committees

WilmerHale on

Earlier this week, proxy advisory firm Institutional Shareholder Services Inc. (ISS) launched its Annual Policy Survey, which solicits responses from institutional investors, companies, corporate directors and other market...more

Proskauer - Tax Talks

Division of Corporate Finance Releases Updated C&DIs

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On May 11, 2018, the Securities and Exchange Commission’s Division of Corporate Finance (the “Division”) released new Compliance and Disclosure Interpretations (“C&DIs”) comprising the Division’s new interpretations of the...more

Akin Gump Strauss Hauer & Feld LLP

ISS Launches New Online Communications Portal, Updates U.S. Voting Policy FAQs

New ISS Help Center - On April 9, 2018, Institutional Shareholder Services Inc. (ISS) launched a new online communications portal, the ISS Help Center, to provide a simplified interface for submitting questions to ISS...more

McGuireWoods LLP

ISS Updates Proxy Voting Guidelines for U.S. Public Companies

McGuireWoods LLP on

Last month, Institutional Shareholder Services (ISS) updated its proxy voting guidelines for the upcoming proxy season. The updates, summarized in part below, are effective for shareholder meetings on or after Feb. 1, 2018....more

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