Proxy Advisors

News & Analysis as of

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

Is the Pendulum Swinging? – SEC Commissioner Gallagher Expresses Concerns About Reliance on Proxy Advisors

The role of proxy advisors has continued to attract attention from U.S. regulators and on Capitol Hill. Earlier this month, Commissioner Daniel M. Gallagher of the Securities and Exchange Commission (“SEC”) generated...more

SEC Commissioner Speaks To Role Of Proxy Advisory Firms

SEC Commissioner Daniel M. Gallagher recently gave a speech to the National Conference of the Society of Corporate Secretaries & Governance Professionals....more

Should Your Board Adopt an Exclusive Forum Bylaw?

Exclusive forum charter and bylaw provisions limit certain types of shareholder litigation to the corporation’s jurisdiction of incorporation, and so potentially reduce or eliminate the cost and strategic difficulties of...more

Governance & Securities Law Focus: Europe Edition - April 2013

In This Issue: - EU DEVELOPMENTS ..European Securities and Markets Authority (“ESMA”) Publishes an Update of the Committee of European Securities Regulators (“CESR”) Recommendations Regarding Mineral...more

Use Of Additional Soliciting Materials Remains Constant In 2013

Since the advent of a mandatory but advisory say-on-pay vote required by the Dodd-Frank Act, issuers have used additional soliciting materials in connection with the say-on-pay vote. Often the filings are made in connection...more

ESMA Recommends Proxy Advisor Code of Conduct

On February 19, the European Securities and Markets Authority (ESMA) published a Feedback Statement on its March 2012 consultation on the role of the proxy advisory industry as service providers to institutional investors...more

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