News & Analysis as of September 25, 2024

Securities Exchange Act › Proxy Advisors

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The Securities Exchance Act is a United States federal statute enacted in 1934 to govern the secondary securities trading market. In addition, the Securities Exchange Act established the Securities and Exchange... more +

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Considerations for Company Insiders When Contemplating Pledging Shares

Orrick, Herrington & Sutcliffe LLP on 1/19/2023

For many insiders at a newly formed public company, a large portion of their net worth is potentially tied up in holdings of their company’s publicly-traded shares. These insiders often face challenges obtaining liquidity...more

SEC Updates Rule 14a-8 Shareholder Proposal Rules

Fenwick & West LLP on 9/30/2020

The U.S. Securities and Exchange Commission on September 23 adopted final rules amending the shareholder proposal rules in Rule 14a-8 of the Securities Exchange Act of 1934. The final rules: - Require that a shareholder...more

SEC Adopts Amendments to Proxy Solicitation Rules

Faegre Drinker Biddle & Reath LLP on 7/29/2020

At an open meeting held on July 22, 2020, the Securities and Exchange Commission (SEC) adopted reforms to the proxy solicitation rules (Proxy Advice Amendment) that govern how proxy advisory firms (e.g., Glass, Lewis & Co....more

SEC Adopts Amendments to Provide Investors More Information on Proxy Voting Advice

Troutman Pepper on 7/28/2020

On July 22, the U.S. Securities and Exchange Commission (SEC) voted to adopt amendments (Amendments) to certain of its rules governing proxy solicitations under the Securities Exchange Act of 1934 (Exchange Act). The...more

SEC Views Proxy Advice as Solicitation under Federal Proxy Rules

King & Spalding on 2/13/2020

The nation’s largest shareholder advisory firm, Institutional Shareholder Services Inc. (“ISS”), recently filed suit against the SEC over new guidelines meant to give investors more transparency into how proxy advisory firms...more

SEC to Discuss Proxy Adviser Regulation and Resubmission Thresholds for Shareholder Proposals at November 5, 2019 Open Meeting

Dorsey & Whitney LLP on 11/1/2019

Yesterday the SEC announced the agenda for its upcoming open meeting to be held on Tuesday, November 5 at 10:00 a.m. EST. All SEC open meetings are webcast and a hyperlink to the webcast will be posted to www.sec.gov shortly...more

Securities and Corporate Governance Update – October 2019

BCLP on 10/24/2019

This newsletter discusses noteworthy updates, key regulatory decisions and upcoming compliance reminders. In this edition, we review: ...SEC Changes Approach to Shareholder Proposal No-Action Requests ...SEC Issues...more

Who Watches the Watchers? SEC Issues Guidance on Proxy Advisory Firms

Bennett Jones LLP on 9/10/2019

The United States Securities and Exchange Commission (SEC) recently issued guidance on the applicability of certain U.S. proxy rules to voting advice given by proxy advisory firms, such as ISS and Glass Lewis. This initiative...more

SEC Issues Guidance and Interpretation Aimed at Proxy Voting

Perkins Coie on 9/3/2019

The U.S. Securities and Exchange Commission (SEC) held an open meeting on August 21, 2019, (the Open Meeting) and approved two items: (1) guidance regarding the proxy voting responsibilities of investment advisers under the...more

2016 Compensation Committee Handbook

Skadden, Arps, Slate, Meagher & Flom LLP on 12/10/2015

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

SEC Proposes Executive Compensation Clawback Rules Pursuant to Dodd-Frank

Holland & Knight LLP on 8/7/2015

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

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

Goodwin on 7/23/2014

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

Foley Hoag LLP on 7/22/2014

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 Guidance on Proxy Voting for Investment Advisers and Proxy Advisory Firms

Akin Gump Strauss Hauer & Feld LLP on 7/15/2014

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

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

BakerHostetler on 7/11/2014

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

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Securities Exchange Act › Proxy Advisors

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