News & Analysis as of

Proxy Advisors

The House Financial Services Committee to Hold a Hearing on Financial CHOICE Act 2.0 this Wednesday – Here’s a Summary of...

by Dorsey & Whitney LLP on

While passage in the House seems likely, the Financial Choice Act may undergo significant changes before it may pass in the Senate. Here is a summary of certain governance and executive compensation provisions that are...more

2017 Proxy Advisory Firm Voting Guidelines: Canadian Highlights

As an early step in preparing 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...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

Alert: ISS and Glass Lewis Update 2017 Proxy Voting Policies

by Cooley LLP on

Institutional Shareholder Services (ISS) and Glass Lewis (GL), the two most influential proxy advisory firms, recently released updates to their voting policies for 2017. Both ISS and GL issued policy updates on director...more

"Matters to Consider for the 2017 Annual Meeting and Reporting Season"

Each company faces important decisions in preparing for its 2017 annual meeting and reporting season. Once again, we have prepared a checklist of essential areas on which we believe companies should focus as they plan for the...more

Proxy Advisory Firms Issue 2017 Voting Guidelines

by King & Spalding on

Proxy advisory firms Institutional Shareholder Services (ISS) and Glass, Lewis & Co. (Glass Lewis) recently issued updated proxy voting guidelines for the upcoming 2017 proxy season. Notable updates were issued by one or...more

Blog: Undo Dodd-Frank?

by Cooley LLP on

With Congress and the Presidency soon in Republican control, look for the Financial CHOICE Act (or perhaps an enhanced version) to be re-introduced in the next Congress. The bill, sponsored by Jeb Hensarling, Chair of the...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

Governance & Securities Law Focus: Europe Edition, October 2016

by Shearman & Sterling LLP on

In this newsletter, we provide a snapshot of the principal European, US and selected international governance and securities law developments of interest to European corporates. Please see full Newsletter below for more...more

Blog: Are The Days Of “I’ll-Scratch-Your-Back” Cronyism History?

by Cooley LLP on

As discussed in a PubCo post last week, a theory that is currently gaining purchase is that, whether as a result of say on pay or otherwise, the increased influence of proxy advisory firms has led to a kind of homogenization...more

Blog: The Unintended Consequences Of Say On Pay

by Cooley LLP on

This post from the Columbia Law School CLS Blue Sky blog, “Should Say-on-Pay Votes Be Binding?,” by two executives from the Institute for Governance of Private and Public Organizations in Canada, in exploring the issue...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

Update on Institutional Shareholder Voting Guidelines on Management Say-on-Pay and Incentive Plan Proposals

This Alert is an update to last year's Client Alert on the same topic, which also discussed how to win a proxy fight despite a "no" recommendation from Institutional Shareholder Services ("ISS") and/or Glass Lewis. The...more

Getting the Measure of EGC Corporate Governance Practices: A survey and related resources - February 2016

by Morrison & Foerster LLP on

Corporate governance has changed dramatically since passage of the Sarbanes-Oxley Act of 2002 and the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. The level of shareholder engagement and institutional...more

Blog: Directors Overboard

by Cooley LLP on

Companies are paying increased attention to the potential for director “overboarding,” according to the WSJ. Many companies have adopted restrictions on the number of outside seats that directors may hold, often in response...more

Blog: Nasdaq Survey Of Corporate Interaction With Proxy Advisory Firms

by Cooley LLP on

Nasdaq and the U.S. Chamber of Commerce conducted a survey of public companies to gain insight into companies’ interactions with ISS and Glass Lewis, the two primary proxy advisory firms, with regard to the 2015 proxy season....more

2016 Proxy Advisory Firm Voting Guidelines: Canadian Highlights

As an early step in preparing 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...more

ESMA updates on proxy Code of Conduct

by Dentons on

ESMA has published an update report on the proxy advisory industry’s progress in establishing and following a self-regulatory code of conduct. It says there has been progress, but there is room for improvement....more

2016 Compensation Committee Handbook

The Executive Compensation and Benefits Group at Skadden, Arps, Slate, Meagher & Flom LLP is pleased to provide you with this second edition of its Compensation Committee Handbook. This edition reflects developments in...more

Proxy Advisory Firms Issue 2016 Voting Guidelines

by King & Spalding on

Proxy advisory firms such as Institutional Shareholder Services (ISS) and Glass, Lewis & Co. (Glass Lewis) provide an array of services related to corporate governance and proxy voting to public company shareholders....more

"Glass Lewis Issues 2016 US Proxy Policy Guidelines"

Proxy advisory firm Glass Lewis recently issued its U.S. voting policy guidelines for the 2016 proxy season. The guidelines include a few key changes, a summary of which is outlined below. Conflicting Shareholder...more

Chancery Court Provides Lessons on Conflicts of Interest in a Sales Process – Holds Only Financial Advisor Open to Liability

In an October 1st decision (In re Zale Corporation), the Delaware Chancery Court dismissed claims that Zale Corporation’s directors breached their fiduciary duties in connection with Zale’s agreement to merge with Signet. ...more

SEC Proposes Executive Compensation Clawback Rules Pursuant to Dodd-Frank

by Holland & Knight LLP on

The Securities and Exchange Commission (SEC) proposed rules on July 1, 2015, related to the design and implementation of clawback policies of listed issuers for the recovery of compensation erroneously awarded to the issuer’s...more

Governance & Securities Law Focus: Asia Edition - July 2015

by Shearman & Sterling LLP on

In this issue: - HKEx Publishes Consultation Conclusions on Weighted Voting Rights - Corporate Governance Reforms in Japan - SEC and NYSE/Nasdaq Developments - Sanctions Round-Up - Noteworthy US...more

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