Proxy Advisors

News & Analysis as of

SEC Issues Guidance on Proxy Voting

The Security and Exchange Commission’s Divisions of Investment Management and Corporation Finance issued Staff Legal Bulletin No. 20 (IM/CF) on June 30 (SLB 20). SLB 20 provides guidance regarding proxy voting...more

What Investment Advisers Need to Know About Using Proxy Advisers

On June 30, 2014, the SEC issued long-awaited guidance on an investment adviser’s use of third-party proxy advisory firms such as ISS and Glass Lewis. Due to a number of regulatory developments over the past ten years,...more

SEC Staff Legal Bulletin Addresses Use of Proxy Advisory Firms by Advisers and Reliance by Proxy Advisory Firms on Proxy Rules...

The SEC’s Divisions of Investment Management and Corporation Finance issued Staff Legal Bulletin No. 20 (the “Guidance”) which provides guidance from the Division of Investment Management to investment advisers on their...more

SEC Issues Staff Legal Bulletin No. 20: Clarifying Disclosure Requirements For Proxy Advisory Firms

Background - On June 30, 2014, the SEC’s Divisions of Investment Management and Corporation Finance released Staff Legal Bulletin No. 20, a set of thirteen Questions and Answers offering guidance on...more

SEC Clarifies Certain Proxy Voting Responsibilities of Investment Advisers and Availability of Exemptions from Proxy Rules for...

On June 30, 2014, the Securities and Exchange Commission’s (SEC) Divisions of Investment Management and Corporate Finance released joint guidance to address certain issues regarding proxy voting responsibilities of investment...more

SEC Publishes Guidance for Investment Advisers and Proxy Advisory Firms Regarding Proxy Voting and Solicitation

On June 30, the Securities and Exchange Commission’s Division of Investment Management and Division of Corporation Finance published Staff Legal Bulletin No. 20 (SLB 20), which offers guidance regarding investment advisers’...more

SEC Issues Guidance on Proxy Voting Relevant to Proxy Advisers and Investment Advisers: Any Significant Impact on the Current...

Growing concerns regarding the increasingly prominent role of proxy advisory firms, including Institutional Shareholder Services and Glass Lewis, were largely not addressed when, on June 30, 2014, the Securities and Exchange...more

SEC Guidance on Proxy Voting for Investment Advisers and Proxy Advisory Firms

In response to years of criticism concerning the influence of proxy advisory firms, such as ISS and Glass Lewis, over proxy voting of investment advisers, the Securities and Exchange Commission (SEC) has issued new guidance...more

Corporate and Financial Weekly Digest - Volume IX, Issue 27

In this issue: - SEC Publishes Guidance for Investment Advisers and Proxy Advisory Firms Regarding Proxy Voting and Solicitation - SEC Division of Corporation Finance Issues C&DIs Relating to Accredited Investor...more

SEC Issues Guidance on Proxy Voting Responsibilities of Investment Advisers, Their Use of Proxy Advisory Firms, and Application of...

On June 30, 2014, the Staff of the Securities and Exchange Commission’s Divisions of Investment Management and Corporation Finance issued guidance on the responsibilities of investment advisers in voting proxies and using...more

SEC Staff Issues Guidance on Investment Adviser Proxy Voting Responsibilities and Use of Proxy Advisory Firms

On June 30, 2014, the staff of the Securities and Exchange Commission’s (the “SEC”) Divisions of Investment Management and Corporation Finance issued Staff Legal Bulletin No. 20, which provides guidance on investment...more

At Long Last, SEC Staff Issues Proxy Advisory Firm Guidance: Will it Calm the Controversy?

After years of releases, roundtables and recommendations, the SEC's Divisions of Investment Management and Corporation Finance have posted Staff Legal Bulletin No. 20, "Proxy Voting Responsibilities of Investment Advisers and...more

SEC Releases Guidance on Proxy Voting and Use of Proxy Advisory Firms

On June 30, 2014, the Securities and Exchange Commission (SEC) issued Staff Legal Bulletin No. 20 (Bulletin), which clarifies the responsibilities of registered investment advisers when voting client proxies and retaining...more

"SEC Staff Issues Guidance on Proxy Voting Matters Relevant to Investment Advisers and Proxy Advisory Firms"

The U.S. Securities and Exchange Commission’s (SEC) Divisions of Investment Management and Corporation Finance issued a Staff Legal Bulletin on June 30, 2014 that provides guidance on the responsibilities of investment...more

SEC Staff Offers Guidance Regarding Investment Advisers and Proxy Advisory Firms

The SEC’s Division of Investment Management and Division of Corporation Finance published joint guidance on June 30, 2014 regarding investment advisers’ responsibilities in voting client proxies, and two exemptions from the...more

EU Commission Proposes to Amend Shareholder Rights Directive

The proposal covers shareholder votes on remuneration policies and related party transactions and greater transparency obligations on certain market participants. The European Commission (EU Commission) recently...more

Highlights From 2013 And Implications For 2014

During 2013 shareholder activism continued to surge and impact corporate-decision making. The Delaware courts also handed down several significant rulings during the year. ...more

Proxy Advisory Firms Update

This year, our proxy advisory firm update focuses on ISS, which issued policy updates on November 21, 2013 that will take effect for annual meetings held on or after February 1, 2014. In connection with announcing its updated...more

RR Donnelley Survey: Inside Scoop on Investors’ Review of Proxy Statements

Registrants and investors are increasingly placing greater focus on proxy statement presentation. As a result, over the last few years, proxy statements have evolved into more effective disclosure and marketing tools as...more

Corporate & Tax E-Note - December 2013

In This Issue: - SEC Chair Says Agency Will Continue to Take Cases to Court - Report Shows 590 Tech Companies Set to Debut IPOs in 2014 - Businesses Concerned Over Senate Efforts to Lower Corporate Taxes - States...more

Executive Compensation Considerations for 2014

Executive compensation is a topic that just won’t go away, particularly with pay disparity and pay for performance regulations still looming. We highlight below some of the matters directors should be considering as they...more

SEC To Hold Roundtable On Proxy Advisors

The SEC announced that its staff will host a public roundtable on December 5 to discuss the use of proxy advisory firms by institutional investors and investment advisers. The role of proxy advisory firms in assisting...more

Proxy Advisory Firms – What About State Registration?

Yesterday’s post discussed why proxy advisory firms are likely to meet the definition of “investment adviser” under the Investment Advisers Act of 1940. I noted that some proxy advisory firms, such as ISS and Marco...more

Proxy Advisory Firms And Investment Adviser Registration

Recently, I wrote about a shareholder proposal seeking to hold a proxy advisor popularity contest. I commented that this could raise some interesting compliance challenges for proxy advisory firms that are registered as...more

Is A Popularity Contest The Best Way To Pick An Advisor?

Koheleth wrote that “there is nothing new under the sun”, but there are a many ideas that are new to me. Such is the case with the shareholder proposal recently submitted by James McRitchie (Corpgov.net) to Cisco Systems,...more

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