News & Analysis as of

A Proxy Season Guide to 2015

With the close of another year quickly approaching, it is time again for public companies to get equipped with the developments of the past year in order to position themselves for success in 2015. A review of previous years’...more

"Checklist of Matters to Be Considered for the 2015 Annual Meeting and Reporting Season"

As our clients and friends once again embark on preparations for their 2015 annual meeting and reporting season, we have compiled a checklist of the corporate governance, executive compensation and disclosure matters that we...more

ISS and Glass Lewis Update Their Proxy Voting Guidelines

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

ISS 2015 Proxy Voting Guidelines Include New "Scorecard" Evaluation Policy for Equity Plan Proposals

This month, Institutional Shareholder Services Inc. (ISS) issued its 2015 Proxy Voting Guidelines for the upcoming proxy season, which include the new "Equity Plan Scorecard." As stated by ISS in connection with its October...more

Proxy Advisory Firms Release Policy Updates for 2015

Institutional Shareholder Services (ISS) and Glass Lewis, two leading proxy advisory firms, recently published their 2015 proxy voting guidelines for US companies, which include several updates applicable to the 2015 proxy...more

ISS and Glass Lewis Adopt 2015 Voting Policies

Proxy advisory firms Institutional Shareholder Services Inc. (ISS) and Glass Lewis have both released their voting policies for the 2015 proxy season. The policy changes for U.S. companies include updates to the firms’...more

ISS and Glass Lewis Update their Proxy Voting Guidelines for 2015

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

Corporate and Financial Weekly Digest - Volume IX, Issue 45

In this issue: - Proxy Advisory Firms Release Policy Updates for 2015 - CBOE Makes Enhancements to Its Market-Maker Trade Notification System - OTC Derivatives Regulators Group Issues Report to G20...more

ISS and Glass Lewis Update Proxy Voting Guidelines for 2015

Institutional Shareholder Services Inc. (ISS) and Glass, Lewis & Co., LLC, issued their respective annual updates to their proxy voting guidelines on November 6, 2014. As revised these guidelines have important implications...more

ISS Publishes 2015 Proxy Voting Guideline Updates

On November 6, 2014, Institutional Shareholder Services Inc. (“ISS”) released the 2015 updates to its benchmark proxy voting policies, having received comments to the draft policies it released on October 15, 2014. The final...more

In Case You Missed It - Interesting Items for Corporate Counsel - November 2014

1.As the year moves to a close, expect lots of chatter about the upcoming 2015 proxy season. Including from us beginning right now. 2.Almost certainly because good corporate governance practices just change so darn...more

Proxy Advisory Firms Update Policies with Respect to Executive Compensation for the 2015 Proxy Season

Two of the leading shareholder proxy advisory firms, Institutional Shareholder Services (“ISS”) and Glass Lewis & Co. ("Glass Lewis"), released updates to their proxy voting guidelines for the 2015 proxy season. In sum, there...more

ISS, Glass Lewis Release 2015 Proxy Voting Updates; Espouse Nuanced Review of Equity Compensation Practices

Proxy advisory firms Institutional Shareholder Services, or ISS, and Glass Lewis released their 2015 executive compensation proxy voting updates that may be particularly relevant for public companies that intend to submit new...more

Lead Director Network: Viewpoints: Proxy trends and advisory firm policy

Lead Director Network (LDN) and Compensation Committee Leadership Network (CCLN) members met jointly on July 17, 2014 to discuss proxy advisory firm policy and trends from the 2014 proxy season. They were joined for part of...more

Preparing for the 2014 Proxy Season

Latham & Watkins partners Jim Barrall, global Co-chair of the firm's Benefits and Compensation Practice, and Steven Stokdyk, global Co-chair of the firm's Public Company Representation Practice, discuss how companies can...more

The Latest in Bylaws–No Director Third-Party Compensation

Every now and then a bylaw amendment gains favor in corporate America. A few brave companies act as early adopters. Then, if the concept has merit and nothing bad happens, other companies follow suit until it becomes...more

"ISS Releases 2014 Proxy Voting Policy Updates; Opens Process for Peer Group Modification"

On November 21, 2013, Institutional Shareholder Services (ISS) released updates to its proxy voting policies effective for shareholder meetings taking place on or after February 1, 2014. The changes to ISS’ U.S. voting...more

ISS Releases Policy Updates for 2014 Proxy Season and Commences Consultation Period for Longer Term Policy Initiatives

Introduction - Institutional Shareholder Services Inc. (ISS) has released updates to its benchmark proxy voting guidelines for the 2014 proxy season. The updates, which are effective for meetings held on or after...more

Proxy Season Brings a Third Wave of “Gotcha” Shareholder Litigation

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

Planning for the 2013 Annual Meeting and Reporting Season

As companies prepare for the 2013 annual meeting and reporting season, we have compiled an overview of the corporate governance and disclosure matters that companies should consider as they draft this season’s disclosure...more

Skadden's 2013 Insights: Governance

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

2013 U.S. Proxy Voting Policies and Procedures FAQ (Excluding Compensation-Related Questions)

The following issues are among those addressed in ISS' non-compensation-related FAQs... ...more

Considerations for the 2013 Form 10-K and Annual Proxy Season

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

Dealing with ISS and Other Proxy Advisory Firms this Proxy Season

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

Corporate Communicator - Winter 2013

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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