News & Analysis as of

Institutional Shareholder Services Corporate Governance

Alert: New Pubcos Should Consider Defensive Health in Light of ISS/GL Recommendations

by Cooley LLP on

ISS and Glass Lewis are continuing to apply special scrutiny to certain corporate governance provisions of "newly public" companies (generally, companies that have gone public in 2014 or later). In short, the latest policies...more

SEC’s Investor Advisory Committee Airs Concerns Over Multi-Tiered Offerings Following Snap’s IPO

Snap Inc., which debuted on the New York Stock Exchange (NYSE) on March 2nd, was the largest tech IPO since Alibaba went public in 2014. Initially priced at $17 per share, the share price jumped to more than $24 by the end of...more

Corporate and Financial Weekly Digest - Volume XII, Issue 9

ISS Updates Frequently Asked Questions for US Proxy Voting Policies and Procedures for 2017 - Proxy advisory firm Institutional Shareholder Services (ISS) recently updated its frequently asked questions (FAQs) for US...more

New Study Examines Proxy Advisor Recommendations on Auditor Ratification

by WilmerHale on

Each year, the vast majority of larger public companies voluntarily ask shareholders to ratify the audit committee’s selection of the company’s auditor, and such proposals routinely pass with high rates of shareholder...more

Important Reminders for the 2017 Proxy Season

The following are some important reminders and updates for the 2017 proxy season. Say-When-on-Pay - Required Vote in 2017 - The Securities and Exchange Commission (SEC) requires companies to conduct a...more

The Hot List: 2017 proxy season trends and action items

by DLA Piper on

As we enter 2017, we want to bring to your attention a few items that we believe will play a prominent role in the upcoming 2017 proxy season. In 2016, as we had predicted, proxy access was the foremost hot topic,...more

Securities and Governance Updates – January 2017

by BakerHostetler on

As part of BakerHostetler’s commitment to serve as a strategic business partner, we are pleased to publish this first edition of our Securities & Governance Bulletin. This resource is designed to keep executives, corporate...more

ISS and Glass Lewis Update Their Proxy Voting Guidelines for 2017

by Smith Anderson on

Institutional Shareholder Services (ISS) and Glass, Lewis & Co. (Glass Lewis), two of the leading providers of corporate governance research and proxy voting services, have published their updated proxy voting guidelines for...more

2017 Proxy Season: Key ISS Compensation-Related Updates

by Latham & Watkins LLP on

Companies should consider compensation-related changes to ISS policies when preparing for annual meetings on or after February 1, 2017. Institutional Shareholder Services (ISS) recently released updates to its 2017...more

Reminders for US Public Companies for the 2017 Annual Reporting and Proxy Season

by White & Case LLP on

This memorandum outlines certain considerations for US public companies in preparation for the 2017 annual reporting and proxy season. Part I of this memorandum discusses new developments and practical action items for the...more

Developments in Proxy Access in Canada and the US: A Tale of Two Countries

by DLA Piper on

Proxy access is the ability for a shareholder to nominate candidates for election to the board of directors. In Canada, the Canada Business Corporations Act (CBCA) and many provincial corporate statutes, including the Ontario...more

ISS Updates Proxy Voting Guidelines for 2017

by Bryan Cave on

Last month, Institutional Shareholder Services (ISS) published updates to its proxy voting guidelines effective for meetings on or after February 1, 2017. Key compensation-related changes include the following...more

Financial Services Weekly News - December 2016

by Goodwin on

Editor's Note - OCC to Move Forward with Federal FinTech Charter. In a development foreshadowed in the April 6, June 29 and September 14 editions of the Roundup, on December 2, the Office of the Comptroller of the...more

"Key Takeaways: Corporate Governance Series — Preparing for the Shareholder Proposal Season"

On November 16, 2016, Skadden hosted a webinar titled “Preparing for the Shareholder Proposal Season.” The panelists were Amy Borrus, deputy director of the Council of Institutional Investors (CII); Skadden M&A and corporate...more

ISS Corporate Governance and Compensation Voting Policies for 2017

by Goodwin on

ISS has announced its policy updates for 2017 shareholder meetings. Significant corporate governance policy changes include negative voting recommendations for companies that restrict shareholders’ ability to amend the...more

ISS and Glass Lewis Update Their Proxy Voting Guidelines for the 2017 Proxy Season

by Ropes & Gray LLP on

Institutional Shareholder Services Inc. (ISS) and Glass, Lewis & Co. (Glass Lewis) have both released updates to their respective proxy voting guidelines. This Alert provides a brief summary of the significant changes to each...more

Alert: ISS Peer Group Submission Process for 2017 Annual Meetings

by Cooley LLP on

Each year, Institutional Shareholder Services (ISS) constructs its own peer groups to analyze companies' executive pay and relative company performance. In doing so, it takes into account each company's self-selected peer...more

2017 ISS and Glass Lewis Updates to Canadian Proxy Voting Guidelines

by 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 upcoming 2017 proxy season. The ISS updates apply to...more

In Case You Missed It - Interesting Items for Corporate Counsel - November 2016

by Stoel Rives LLP on

Wow. Goodness knows what changes might start flowing after January 20, or how quickly repeal of Dodd-Frank will be proposed. Just for fun, here are two law-related predictions: - Senator Warren’s nutty call to remove...more

ISS Announces Rebranded Corporate Governance Rating System

by King & Spalding on

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

ISS Announces Rebranded Governance Rating System and New Factors

ISS has announced the adoption of QualityScore, a benchmark of corporate governance. QualityScore was previously known as QuickScore, and before that by the monikers “GRId” and “CGQ.” For US companies, the following is a...more

Yet Another Congressional Proposed Corporate Reform: Proxy Advisory Firms in the Crosshairs.

Over the past six months, U.S. legislators have engaged in an unusual burst of energy to introduce three separate bills regulating various areas affecting U.S. public company corporate governance: - The Cybersecurity...more

Yet Another Congressional Proposed Corporate Reform: Proxy Advisory Firms in the Crosshairs

Over the past six months, U.S. legislators have engaged in an unusual burst of energy to introduce three separate bills regulating various areas affecting U.S. public company corporate governance...more

Board Refreshment: Investors Respond to Trends in Mandatory Retirement Age and Tenure with More Stringent Voting Policies

by Dorsey & Whitney LLP on

As many institutional investors have concluded, prevailing governance policies and practices have not produced desired board refreshment, which these investors would support in order to strengthen expertise, promote diversity...more

Blog: Scrutiny Of Director Tenure Continues: Is It The Next Cause Célèbre?

by Cooley LLP on

The scrutiny of pale, stale and male boards continues, this time focused on the “stale,” that is, long-tenured directors. According to the WSJ, institutional investors are increasingly questioning whether more turnover on...more

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