The Informed Board Podcast | Pass-Through Voting: Empowering Shareholders or Increasing the Influence of Proxy Advisors?
ERISA Plan Fiduciaries’ Proxy Voting: Regulatory Updates
What are ISS and Glass Lewis and Why Should My Bank Care?
Shall we catch up on some of the recent developments regarding the SEC’s proxy advisor rules? First, let’s take a look at what’s happening with the appeal of the opinion of the D.C. Federal District Court in ISS v. SEC,...more
Is it ok for an agency to change its mind? Well that depends. If the agency was “arbitrary and capricious” in failing to provide an adequate explanation to justify its change, a court may well vacate that about-face. At...more
SEC enforcement director speaks on AI ‘washing’ - In our April 2024 One-Minute Reads, we covered the concept of artificial intelligence (AI) “washing.” Gurbir Grewal, director of the Securities and Exchange Commission...more
In February, a federal district judge in the District of Columbia awarded proxy advisers a victory by vacating an SEC rule provision that they opposed....more
In Seven Questions About Proxy Advisors, from the Rock Center for Corporate Governance at Stanford, the authors, David Larcker and Brian Tayan, examine the proxy advisory firm industry—all two of them. Well, actually, as the...more
You probably remember the saga about the SEC’s rules regarding proxy advisory firms? Back in 2019, the SEC issued interpretive guidance that proxy advisory firms’ vote recommendations were, in the view of the SEC,...more
On February 23, 2024, the U.S. District Court for the District of Columbia, in a case dating back to 2019, vacated certain SEC rule amendments regarding proxy advisory firms, holding that “the SEC acted contrary to law and in...more
The court vacated the last of the three conditions that were applied to proxy advisory firms as a result of the SEC’s 2020 regulation of Proxy Advisory Firms. As a result of this ruling, Proxy Advisory Firms are no longer...more
NEW CLIMATE-DISCLOSURE RULES SUBJECT TO HEAT OF LEGAL CHALLENGES - While your winter blues are hopefully melting away, recent rule making from the Securities and Exchange Commission is feeling the heat of several lawsuits....more
A Federal District Court has just held invalid the SEC’s rule regarding proxy advisory firms. The case dates back to 2019(!), when ISS sued the SEC and then-SEC Chair Jay Clayton in connection with the SEC’s interpretive...more
Vinson & Elkins’ Shareholder Activism practice co-heads Lawrence Elbaum and Patrick Gadson will discuss how companies need to prepare against the year round attacks by shareholder activists. In a conversation moderated by...more
A change to DGCL Section 102(b)(7) that took effect last year permits Delaware corporations to eliminate or limit the personal liability of corporate officers for monetary damages to stockholders for breaches of their...more
A group of 23 Republican AGs wrote a letter to proxy advisory firms International Shareholder Services, Inc. (ISS) and Glass, Lewis & Co. (Glass Lewis) warning the companies to cease prioritizing ESG initiatives in a manner...more
As Maryland public companies begin preparing for their 2024 annual meetings, we recommend that each consider the voting results of its 2023 annual meeting of shareholders. Maintaining awareness of institutional investor and...more
As ESG statements fall under increasing scrutiny, sponsors should aim for consistent and accurate messaging, as well as robust ESG strategies. Regulatory drivers and stakeholder demands have put environmental, social,...more
Canadian shareholder activism continued its post-pandemic resurgence into the first half of 2023. Emerging trends include the “activist swarm,” where multiple—yet uncoordinated—activists converge on a single target with...more
Following a series of accounting and audit scandals in recent years and what has been described as a “crisis of trust”, the UK Government, regulatory bodies, and institutional investor groups have set out to reform the UK’s...more
Increased focus from investors, regulators, and employees on racial, ethnic and gender diversity has heightened scrutiny of public companies' commitments to diversity in their workforce and in particular on their boards. ...more
In December last year, the Federal District Court for the Western District of Texas issued an Order granting summary judgment to the SEC and Chair Gary Gensler and denying summary judgment to the National Association of...more
“ESG month” may not be exactly what you think. It’s the moniker, according to Politico, ascribed to the plan of the House Financial Services Committee, reflected in this interim report from its ESG Working Group, “to spend...more
Today, Mayer Brown’s Larry Cunningham provided testimony to the House Financial Services Committee on shareholder proposals and related issues. Read an excerpt below...more
Welcome to the Corporate Briefing, where we review the latest developments in UK corporate law that you need to know about. In this month’s issue, we discuss...more
The FRC has published research on the influence of proxy advisors and ESG rating agencies on the actions and reporting of FTSE 350 companies and investor voting. This makes interesting reading and highlights...more
The Ontario government introduced an omnibus bill (Bill 91) on April 3, 2023 that proposes both welcome and concerning amendments to the Ontario Business Corporations Act’s (OBCA) regulation of shareholder meetings. The...more
Davies Governance Insights analyzes the top trends and issues most important to Canadian public companies and provides practical guidance for boards to meet these challenges head on. In the 2020 edition of Davies...more