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Cooley LLP

What’s going on with the SEC’s proxy advisor rules?

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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

Venable LLP

ISS Releases 2025 Policy Survey

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Institutional Shareholder Services Inc. (ISS) recently released its Annual Benchmark Policy Survey (the "Policy Survey"). In keeping with its prior practice, ISS seeks responses from institutional shareholders, issuers,...more

Wilson Sonsini Goodrich & Rosati

ISS and Glass Lewis Launch Annual Policy Surveys

On August 1, 2024, ISS Governance (ISS) announced the launch of its Annual Benchmark Policy Survey. The survey results will inform ISS’s policy development for 2025 and beyond. For the U.S. market, the survey solicits views...more

Fenwick & West LLP

Proxy Voting Advisory Firms Address Severance Payments, Cybersecurity Risk Ownership and Share Ownership Guidelines in Updates to...

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Institutional Shareholder Services (ISS) and Glass Lewis, the leading proxy voting advisory firms in the United States, have announced updates and clarifications for their voting guidelines for the U.S. market for the 2024...more

Wilson Sonsini Goodrich & Rosati

ISS Releases 2024 Benchmark Policy Updates

On December 19, 2023, ISS Governance announced updates to its 2024 benchmark proxy voting policies. The full text of the updated benchmark policies for 2024 should be available later this month and will generally apply to...more

Stikeman Elliott LLP

ISS Governance Announces Proposed Benchmark Policy Changes for 2024

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On November 21, 2023, Institutional Shareholder Services (“ISS”) Governance announced proposed changes to its benchmark voting policy for 2024 (the “Proposed Changes”). To ensure that a broad range of perspectives is...more

Davies Ward Phillips & Vineberg LLP

GOVERNANCE INSIGHTS 2023 - As the Pandemic Abates, Activists Advance: Shareholder Activism Rebounds in Canada

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

Wilson Sonsini Goodrich & Rosati

ISS Launches Annual Benchmark Policy Survey

On August 29, 2023, Institutional Shareholder Services Inc. (ISS) announced the launch of its Annual Benchmark Policy Survey. The survey results will inform ISS’s policy development for 2024 and beyond....more

Cooley LLP

ISS study finds percentage of racial/ethnic minority directors finally hits 20% mark

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A study of companies in the Russell 3000 just released by ISS showed that, for the first time, directors who self-identified as racial and ethnic minorities accounted for 20% of all board directorships. The study found that...more

Wilson Sonsini Goodrich & Rosati

Preparing for the 2023 Proxy Season

As we enter the 2023 proxy season, there are a number of new regulatory requirements, both technical and substantive, that have been implemented, and many more on the horizon. For example, many companies will need to comply...more

White & Case LLP

Proxy Advisory Firms Issue 2023 Voting Guidelines

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Institutional Shareholder Services ("ISS") and Glass Lewis & Co. LLC ("Glass Lewis"), the two major proxy advisory firms, recently issued their updated proxy voting guidelines for the 2023 proxy season. These policy updates...more

BCLP

Delaware Corporate Law Developments: What You Need to Know for 2023

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Delaware corporate law continually evolves, and 2022 was no exception. As the year draws to a close and proxy season approaches, here are highlights of significant changes that may impact 2023 annual meeting plans, among...more

Wilson Sonsini Goodrich & Rosati

Glass Lewis and ISS Issue 2023 Updates

On November 17, 2022, Glass Lewis released its 2023 U.S. Policy Guidelines (U.S. Guidelines) and its 2023 ESG Initiatives Policy Guidelines (ESG Guidelines), effective for shareholder meetings on or after January 1, 2023. On...more

Cooley LLP

ESG Ratings: Considerations in Advance of Proxy Season

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As companies prepare for the 2023 proxy season, their ESG performance, as evaluated and rated by various third-party ratings providers, is a key focus. With the growing importance of ESG to institutional investors,...more

Cooley LLP

ISS releases results of 2022 global benchmark policy survey

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ISS has released the results of its annual global benchmark policy survey, a survey that is used every year as part of ISS’ policy development process. This year, the survey included a number of questions on climate change...more

Cooley LLP

ISS Opens Survey for 2023 Policy Changes; Glass Lewis Seeks Informal Feedback

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ISS Policy Survey - Toward the end of each year, Institutional Shareholder Services updates its proxy vote recommendation policies for meetings held on or after February 1 of the following year. As part of that process,...more

White & Case LLP

ISS and Glass Lewis Issue 2022 Updates: Top Six Key Policy Changes and Take-Aways

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In the past few weeks, both major proxy advisory firms, Institutional Shareholder Services ("ISS") and Glass Lewis & Co. LLC ("Glass Lewis"), have issued their updated proxy voting guidelines for the 2022 proxy season. These...more

Cooley LLP

ISS releases proposed benchmark policy changes for 2022

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Last week, ISS released for public comment its proposed benchmark policy changes for 2022. If adopted, the proposed policy changes would apply to shareholder meetings held on or after February 1, 2022. The proposed changes...more

Cooley LLP

Alert: ISS Releases Results of 2021 Policy Surveys

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Background - This alert summarizes the results from ISS’s 2021 policy surveys, which were released on October 1, 2021. As we explained in our previous alert, ISS collects information each year from institutional...more

Cooley LLP

Alert: ISS Opens 2021 Policy Surveys; Glass Lewis Seeks Informal Feedback

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ISS Policy Surveys - Each November, ISS updates its proxy vote recommendation policies for meetings held after February 1 of the following year. As part of that process, ISS collects information from institutional...more

Allen Matkins

ISS' Odious Failure To Recognize Israel

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The United States of America was the first country to recognize Israel as a state in 1948, and the first to recognize Jerusalem as the capital of Israel in 2017.  The World Factbook published by the Central Intelligence...more

Allen Matkins

Who Exactly Is Soliciting Proxies?

Allen Matkins on

On Monday, John Jenkins at Deallawyers.com wrote about a recent Delaware Court of Chancery decision finding that as alleged, "the Director Defendants’ decisions to delegate the Proxy to the Conflicted Officer Defendants and...more

Kilpatrick

ISS Benchmark Policy Changes for 2021 Proxy Season

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On October 14, 2020, Institutional Shareholder Services Inc. (ISS) released for comment its proposed voting policy changes to be applied to shareholder meetings taking place on or after February 1, 2021. The proposed changes...more

BakerHostetler

ISS 2021 Policy Updates

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On Nov. 12, 2020, Institutional Shareholder Services (ISS) released its executive summary of its 2021 benchmark policy updates. The ISS 2021 global policy updates will be effective for meetings that occur on or after Feb. 1,...more

BakerHostetler

ISS FAQ: Executive Compensation and COVID-19

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On Oct. 15, 2020, Institutional Shareholder Services (ISS) released preliminary FAQs on its approach to analyzing executive pay decisions relating to the COVID-19 pandemic. The FAQs, shaped by feedback from direct discussions...more

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