Proxy Advisors

News & Analysis as of

Proxy Advisory Firms Issue 2016 Voting Guidelines

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

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

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

Governance & Securities Law Focus: Europe Edition - July 2015

In this issue: - Financial Reporting: Commission Delegated Regulations on Equivalence of Certain Third Country National GAAPs to IFRS - Proxy Advisers: ESMA Consultation on Best Practise Principles for Voting...more

Proxy Advisory Firms

Each January, our firm invites general counsel, CFOs, controllers, and other representatives of our public company clients, as well as other outside advisers to public companies, to a series of presentations focused on “hot...more

Locke Lord QuickStudy: Litigation Threat Means Public Companies Should Review Director Compensation Process

Corporate directors are permitted to, and regularly do, set their own compensation. This has not been controversial because boards have typically taken seriously their responsibility to set compensation that is reasonable and...more

Issuers’ Comments on Proxy Advisory Firm Regulation Fall on Deaf Ears

On April 30, 2015, the Canadian Securities Administrators (CSA) adopted National Policy 25-201 Guidance for Proxy Advisory Firms (Policy), effective on that date. ...more

Canadian Securities Administrators Adopt National Policy 25-201 Guidance for Proxy Advisory Firms

On April 30, 2015, the Canadian Securities Administrators (CSA) adopted National Policy 25-201 Guidance for Proxy Advisory Firms. The Policy may be viewed on the websites of CSA members, including the Alberta Securities...more

Pay-Versus-Performance: SEC Proposes Rules to Expand Executive Compensation Disclosure in Proxy Materials

Nearly five years after the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”) was enacted in July 2010, the SEC narrowly approved proposed rules required under Section 953(a) of the Act. Section 953(a) of...more

Canadian Securities Administrators Publish Comment Letters on Proposed National Policy 25-201 Guidance for Proxy Advisory Firms

On April 24, 2014, the Canadian Securities Administrators (CSA) published for comment proposed National Policy 25-201 Guidance for Proxy Advisory Firms. Issuers, law firms and other market participants submitted comment...more

Three Practical Steps to Oversee Enterprise Risk Management (ERM)

Introduction - Oversight of enterprise risk management, or ERM, continues to challenge boards and occupy a prominent place on the governance agenda. Effective ERM seeks to balance risk and opportunity while enhancing...more

Mid-Cap Governance Roadshows Trending Upward

It has been interesting to watch the evolution of governance roadshows from relative obscurity only a few years ago to standard practice, at least among large-cap public companies. The catalyst was the early-2011 adoption of...more

Financial Services Weekly News Roundup - January 2015 #4

The CFTC Exercises Expanded Jurisdiction Over Retail Transactions in Physical Commodities. Title VII of the Dodd-Frank Act of 2010 amended the Commodity Exchange Act (CEA) to add new authority over certain leveraged,...more

"Overwhelming Majority of Say-on-Pay Proposals Continue to Garner Support"

The overall say-on-pay proportions for 2014 are not substantially different from those in prior years, with the overwhelming majority of companies easily getting majority support on say-on-pay proposals. Despite this seeming...more

Blog: Glass Lewis Jumps Into The Fray On Exclusion Of Shareholder Proposals For Proxy Access

The WSJ reported on Friday afternoon that proxy advisory firm Glass Lewis may recommend against company nominees for director when the company excludes a shareholder proposal for proxy access on the basis of a conflicting...more

ISS Releases FAQs on Equity Plan Scorecard and Independent Chair Policy

On December 22, 2014, Institutional Shareholder Services (ISS), a leading proxy advisory firm, released 20 FAQs on its new Equity Plan Scorecard (EPSC) and nine FAQs on its updated Independent Chair Policy, each of which will...more

Academic Perspectives on Investor Activism: Q&A with Professor Laura Starks

Academic affiliate Laura Starks – the Charles E. & Sara M. Seay Regents Chair in Finance and Associate Dean for Research at the University of Texas at Austin’s McCombs School of Business – is an expert on corporate governance...more

Changes on Horizon for Equity Compensation Plans as ISS Issues New Draft Policy

Recent announcements by Institutional Shareholder Services Inc. (“ISS”), a proxy voting advisor, indicate that publicly held U.S. companies may need to consider implementing certain modifications to their equity compensation...more

ISS Publishes Results of Annual Global Voting Policy Survey

On September 29, Institutional Shareholder Services (ISS), a leading proxy advisory firm, published the results of its 2014–2015 global voting policy survey. The survey, which, according to ISS, received more than 370...more

Guidance for Investment Advisers Using Proxy Advisory Firms

A recent SEC Staff Legal Bulletin provides important guidance for investment advisers that use proxy advisory firms in voting clients’ securities. Nevertheless, the Bulletin (dated June 30, 2014) leaves much unresolved....more

Expect Focus - Regulators Are Watching: New Products, New Opportunities, New Risks - Volume III, Summer 2014

In This Issue: - IN THE SPOTLIGHT ..Standard CGL Policy Form Adds Data Breach Coverage Exclusion - LIFE INSURANCE ..Class Claims Against Lincoln National Barred in Section 419 Action – Again ...more

Anticipating Shareholder Proposals During the 2015 Proxy Season

As companies begin to prepare for the 2015 proxy season, it will be important to anticipate the types of shareholder proposals they should expect so that they can develop a more meaningful response. This can be accomplished...more

Activism: An Overview from the Company Perspective

Increasingly, companies are being confronted with shareholders seeking to exercise power and influence over business activities. The term “activism” has become a buzzword to refer to shareholders seeking to make operational,...more

60 Results
View per page
Page: of 3

"My best business intelligence, in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:

Sign up to create your digest using LinkedIn*

*By using the service, you signify your acceptance of JD Supra's Privacy Policy.
*With LinkedIn, you don't need to create a separate login to manage your free JD Supra account, and we can make suggestions based on your needs and interests. We will not post anything on LinkedIn in your name. Or, sign up using your email address.