ISS Releases Final Voting Policy Changes for 2018 Proxy Season

Goodwin
Contact

Goodwin

On November 16, 2017, Institutional Shareholder Services (ISS) released the final changes to its 2018 U.S. voting policies, which will be effective for meetings on or after February 1, 2018. ISS’s final changes include all of the changes that it had previously proposed, which relate to non-employee director compensation, poison pills and gender pay shareholder proposals, as well as additional changes relating to ISS’s quantitative pay-for-performance test, say-on-pay responsiveness, director voting recommendations at companies that have opted into, or not opted out of, state laws mandating classified boards and other matters. These changes are summarized below.

  1. Quantitative Pay-for-Performance

    For 2018, ISS adopted a change to its quantitative pay-for-performance test, which is one of the primary inputs that ISS uses in determining its recommendations for say-on-pay proposals. Under the new policy, ISS’s pay-for-performance test will include a new assessment that compares the company’s rankings to a peer group with respect to (i) CEO pay and (ii) financial performance in three or four metrics (which will vary depending on industry), in each case as measured over three years. The financial performance metrics to be used by ISS could potentially include one or more of the metrics that ISS began disclosing in company reports in 2017 (i.e., cash flow growth, revenue growth, EBITDA growth, return on invested capital, return on equity and return on assets) or other metrics. ISS has not yet released specific details as to how this new test will be incorporated into its overall methodology, but did indicate that further details will be provided in an updated publication by ISS regarding the mechanics of its quantitative pay-for-performance test.

    Because of the importance of ISS’s quantitative pay-for-performance test, almost any change in methodology has the potential to be significant to companies. How significant the introduction of this new assessment will prove to be will depend on how ISS incorporates this new test into its overall methodology and the financial performance metrics that are used.

    Currently, ISS’s quantitative pay-for-performance test is based on the following three assessments:

    • the degree of alignment between the company’s annualized total shareholder return (TSR) rank and the CEO’s annualized total pay rank within a peer group, each measured over a three-year period;
    • the multiple of the CEO’s total pay relative to the peer group median in the most recent fiscal year; and
    • the absolute alignment between the trend in CEO pay and company TSR over the prior five years.

    ISS uses the numerical scoring from these assessments to group companies into three general categories – low concern, medium concern or high concern. The level of concern translates into the level of scrutiny that ISS places on a company’s executive compensation programs to determine voting recommendations for say-on-pay proposals and the reelection of compensation committee members. The end result is that companies raising greater levels of concern based on the quantitative pay-for-performance test are more likely to receive negative voting recommendations from ISS. For example, based on data from the first half of 2017 as reported by ISS in its 2017 Proxy Season Review: Compensation, ISS recommended votes against say-on-pay proposals at 51% of companies where there was a high concern based on the quantitative pay-for-performance test, as compared to 26% of companies receiving medium concern and only 4% of companies receiving low concern.

    ISS’s current methodology for measuring quantitative pay-for-performance has suffered from significant limitations due to its exclusive reliance on TSR for measuring company performance. TSR can be influenced by many factors that are outside of the control of company management and may bear little correspondence to company financial performance, even when measured on a relative basis against companies deemed to be peers by ISS. The addition of a quantitative test based on company performance metrics has the potential to address some of these limitations. However, in order to do so, the selection and calculation of the company performance metrics utilized need to be handled carefully to provide meaningful comparisons (e.g., to appropriately take into account the impact of unusual events). Given the complexity involved in appropriately analyzing financial performance of individual companies, the addition of a new test also creates the possibility that companies will be required to spend more time explaining to investors why ISS’s recommendation should not be followed due to the fact that it was based on concerns raised from a relative financial performance analysis that is not relevant to a company or its investors. Ultimately, the impact of ISS’s change in its quantitative pay-for-performance test will not be known until additional details are released and ISS begins actually applying its new policy in practice in its 2018 voting recommendations.

  2. Say-on-Pay Responsiveness

    ISS has also revised its policy on say-on-pay responsiveness to clarify the manner in which it will consider say-on-pay responsiveness in making voting recommendations. Overall, ISS’s voting policies that apply when the company’s previous say-on-pay proposal received the support of less than 70% of the votes cast generally remained the same (i.e., voting recommendations for say-on-pay proposals and compensation committee members are to be made on a case-by-case basis considering the company’s response as well as several other factors). However, ISS’s revised policy will specifically note that ISS’s consideration of the company’s response will include consideration of disclosure regarding (i) the timing and frequency of engagements with major institutional investors and whether independent directors participated in these engagements, (ii) the specific concerns voiced by dissenting shareholders that led to the say-on-pay opposition and (iii) specific and meaningful actions taken to address shareholders’ concerns. In explaining its rationale for the revised policy, ISS noted, among other things, that independent director participation in engagement efforts is preferred, ISS looks for disclosure of the feedback received from the investors voting against the previous say-on-pay proposal and ISS considers the quality of changes made by a company relative to the feedback received.

    This revised policy further highlights the often frustrating situation in which a company can find itself when its say-on-pay proposal passes, but receives support of less than 70% of the votes cast. ISS places significant weight on what the company has done to address the views of the minority of shareholders who did not support the say-on-pay proposal and very little weight on the fact that a majority of shareholders supported the company’s executive compensation as it was.

  3. Non-Employee Director Compensation 

    As proposed, ISS has adopted a new policy that explicitly provides for adverse vote recommendations for board committee members who are responsible for approving or setting non-employee director compensation when there is a pattern (i.e., two or more consecutive years) of “excessive” non-employee director pay without a compelling rationale or other mitigating factors. Because the new policy requires two or more consecutive years of excessive pay, there will be no impact on vote recommendations for directors in 2018 as a result of this policy because 2017 would be the first year measured under the policy.

    The new policy does not specify quantitative metrics or otherwise indicate how ISS intends to determine whether non-employee director pay is excessive. However, ISS’s current practice for identifying what it considers to be non-employee director pay outliers is to review director pay relative to other companies with the same broad-based index and four-digit GICS industry group. Additionally, ISS’s policy survey for 2017-2018 identified these comparisons as the most important factors for both investor and non-investor respondents in determining whether the magnitude of non-employee director pay presents a governance concern. As a result, we would not be surprised to see ISS employ one or both of these relative metrics to determine whether non-employee director pay is excessive.

    Going forward, ISS indicated that the impact for boards was expected to be minimal as the policy is focused on “extreme director pay outliers.” Nevertheless, the introduction of a voting policy focused on non-employee director compensation is notable given that non-employee director compensation has historically not been factored into ISS’s voting recommendations.

  4. Poison Pills

    As proposed, ISS has altered its voting policy on director elections at companies that maintain a poison pill with a term longer than one year, which ISS considers a long-term poison pill. Under the new policy, ISS will recommend votes against all board nominees, every year, at companies that maintain a long-term poison pill that has not been approved by shareholders. Previously, ISS had grandfathered companies that had put their poison pill in place on or before November 19, 2009 and, for companies where all board members were elected annually, had only recommended against board nominees once every three years. In addition, companies with a newly adopted poison pill previously could potentially avoid adverse recommendations by committing to submit the poison pill to a binding shareholder vote at the next annual meeting. ISS has eliminated all of these exceptions.

    ISS is generally maintaining its existing policy with respect to the adoption of short-term poison pills, except that it will place greater focus on the company’s rationale for adoption and lesser focus on the company’s governance and track record of accountability to shareholders than it does currently in its case-by-case analysis. Renewals and extensions of short-term poison pills without shareholder approval will continue to be treated in the same manner as the adoption of a long-term poison pill.

    ISS did not adopt any changes to its current voting policies regarding shareholder approval or ratification of a poison pill, whether adopted to preserve net operating losses or for other reasons. As a result, ISS’s existing voting policies on these topics will remain in place

  5. Classified Board (Opting into, or Failing to Opt out of, State Laws)

    ISS adopted a new policy to recommend against the reelection of all directors at a company if the company has opted into, or failed to opt out of, state laws requiring a classified board structure.

    Based on ISS’s stated rationale for this change, it appears primarily to be a memorialization of ISS’s existing practices as opposed to a new policy. ISS noted that for several years under its material governance failure policy it has been recommending against the reelection of directors at a number of companies incorporated in Indiana that have not opted out of the state law requiring a classified board and a company incorporated in Iowa that has a state law-mandated classified board. As written, this new policy would not apply to companies incorporated in Maryland where the board retained the ability to classify itself without shareholder approval (i.e., companies that had not permanently opted out of MUTA), but would appear to apply to companies that classified their board by opting into MUTA.

  6. Gender Pay Gap Shareholder Proposals

    As proposed, ISS adopted a new policy regarding what it characterizes as gender pay gap shareholder proposals. Under the new policy, ISS will make voting recommendations on a case-by-case basis on shareholder proposals requesting reports on a company’s pay data by gender, or a report on a company’s policies and goals to reduce any gender pay gap, taking into account the following factors:

    • the company’s current policies and disclosures related to its diversity and inclusion policies and practices, its compensation philosophy and fair and equitable compensation practices;
    • whether the company has been the subject of recent controversy or litigation related to gender pay gap issues; and
    • whether the company’s reporting regarding gender pay gap policies or initiatives is lagging its peers.

    Currently, ISS does not have a specific policy with respect to these types of shareholder proposals. As a result, ISS has analyzed these proposals under its global policy for social and environmental issues, which provides that recommendations will be made on a case-by-case basis taking into consideration whether implementation of the proposal is likely to enhance or protect shareholder value and considering a number of other factors, such as: whether the proposal is more appropriately dealt with through legislation or government regulation; whether the proposal is unduly burdensome; whether sufficient information is already available or the request would require disclosure of proprietary information that could place the company at a competitive disadvantage; and how the company’s approach compares to industry standard practices. ISS indicated that the new policy on gender pay gap shareholder proposals provides more specificity regarding its approach, but is not a major shift from its current policy.

  7. Other Changes

    ISS also made a number of other changes to its voting policies for 2018, including the following:

    • Board Diversity. ISS adopted a specific policy to highlight in its reports boards that do not have any female members. This policy specifically states that no adverse recommendations will be made due to any lack of gender diversity. However, ISS did add a sentence to its discussion of the four fundamental principles that it applies when determining votes on director nominees (accountability, responsiveness, composition and independence) stating that “[b]oards should be sufficiently diverse to ensure consideration of a wide range of perspectives.” Regardless of whether ISS’s actual voting recommendations are impacted, these changes reflect increasing investor focus on board diversity and, in particular, gender diversity on boards.
    • Pledging. ISS added a new policy addressing pledging of company stock that incorporates guidance previously included in its published 2017 FAQ document. ISS will continue to recommend against the members of the committee that oversees risk related to pledging or the full board where a significant level of pledged stock by executives or directors raises concerns. The new policy does not represent a substantive change from ISS’s existing policy as it had been applied.
    • Say-on-Pay Frequency. ISS changed its voting policies to make clear that it expects companies to adopt the say-on-pay voting frequency approved by a plurality of shareholders. In doing so, ISS eliminated the distinction in its voting policies between situations where one of the choices (e.g., every year) received a majority of the votes cast and situations where one of the choices received a plurality of the votes cast, but none of the choices received a majority of the votes cast. In practice, it has been very rare for none of the choices to receive a majority of the votes cast and, as a result, ISS’s elimination of this distinction is unlikely to impact many companies.
    • New Director Attendance. ISS changed its voting policies to provide that it will no longer recommend against new directors (i.e., directors appointed subsequent to the most recent prior annual meeting) based on their attendance of board and committee meetings. Previously, ISS would exempt new directors from its attendance policy only if the company disclosed that the absences resulted from schedule conflicts due to commitments made prior to their appointment to the board. Under ISS’s existing director attendance policy, ISS will generally recommend against the reelection of directors who have attended less than 75% of the meetings of the board and committees on which they served unless an acceptable reason for the absences is disclosed. Acceptable reasons are generally limited to medical issues, family emergencies and missing only one meeting.
    • SPAC Extension Proposals. ISS adopted a new policy relating to proposals by special purpose acquisition corporations (SPACs) to extend the length of time they have to enter into a definitive agreement and complete an initial business combination. ISS’s policy is to make its recommendations on a case-by-case basis taking into account the length of the requested extension, the status of any pending transactions or the progression of the acquisition process, any added incentive for non-redeeming shareholders and any prior extension requests.
    • Climate Change Shareholder Proposals. ISS expanded its existing policy in favor of shareholder proposals requesting climate change related disclosure. ISS’s existing policy is to generally recommend votes for shareholder proposals requesting that a company disclose information on the risks related to climate change on its operations and investments. ISS expanded this policy to also cover shareholder proposals requesting disclosure on how a company identifies, measures and manages such risks.
A full description of the final changes to ISS’s 2018 U.S. voting policies, which includes a blacklined comparison showing the changes made and a description of ISS’s rationale for the various changes, is available on ISS’s website.

 

DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

© Goodwin | Attorney Advertising

Written by:

Goodwin
Contact
more
less

Goodwin on:

Readers' Choice 2017
Reporters on Deadline

"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:
*By using the service, you signify your acceptance of JD Supra's Privacy Policy.
Custom Email Digest
- hide

JD Supra Privacy Policy

Updated: May 25, 2018:

JD Supra is a legal publishing service that connects experts and their content with broader audiences of professionals, journalists and associations.

This Privacy Policy describes how JD Supra, LLC ("JD Supra" or "we," "us," or "our") collects, uses and shares personal data collected from visitors to our website (located at www.jdsupra.com) (our "Website") who view only publicly-available content as well as subscribers to our services (such as our email digests or author tools)(our "Services"). By using our Website and registering for one of our Services, you are agreeing to the terms of this Privacy Policy.

Please note that if you subscribe to one of our Services, you can make choices about how we collect, use and share your information through our Privacy Center under the "My Account" dashboard (available if you are logged into your JD Supra account).

Collection of Information

Registration Information. When you register with JD Supra for our Website and Services, either as an author or as a subscriber, you will be asked to provide identifying information to create your JD Supra account ("Registration Data"), such as your:

  • Email
  • First Name
  • Last Name
  • Company Name
  • Company Industry
  • Title
  • Country

Other Information: We also collect other information you may voluntarily provide. This may include content you provide for publication. We may also receive your communications with others through our Website and Services (such as contacting an author through our Website) or communications directly with us (such as through email, feedback or other forms or social media). If you are a subscribed user, we will also collect your user preferences, such as the types of articles you would like to read.

Information from third parties (such as, from your employer or LinkedIn): We may also receive information about you from third party sources. For example, your employer may provide your information to us, such as in connection with an article submitted by your employer for publication. If you choose to use LinkedIn to subscribe to our Website and Services, we also collect information related to your LinkedIn account and profile.

Your interactions with our Website and Services: As is true of most websites, we gather certain information automatically. This information includes IP addresses, browser type, Internet service provider (ISP), referring/exit pages, operating system, date/time stamp and clickstream data. We use this information to analyze trends, to administer the Website and our Services, to improve the content and performance of our Website and Services, and to track users' movements around the site. We may also link this automatically-collected data to personal information, for example, to inform authors about who has read their articles. Some of this data is collected through information sent by your web browser. We also use cookies and other tracking technologies to collect this information. To learn more about cookies and other tracking technologies that JD Supra may use on our Website and Services please see our "Cookies Guide" page.

How do we use this information?

We use the information and data we collect principally in order to provide our Website and Services. More specifically, we may use your personal information to:

  • Operate our Website and Services and publish content;
  • Distribute content to you in accordance with your preferences as well as to provide other notifications to you (for example, updates about our policies and terms);
  • Measure readership and usage of the Website and Services;
  • Communicate with you regarding your questions and requests;
  • Authenticate users and to provide for the safety and security of our Website and Services;
  • Conduct research and similar activities to improve our Website and Services; and
  • Comply with our legal and regulatory responsibilities and to enforce our rights.

How is your information shared?

  • Content and other public information (such as an author profile) is shared on our Website and Services, including via email digests and social media feeds, and is accessible to the general public.
  • If you choose to use our Website and Services to communicate directly with a company or individual, such communication may be shared accordingly.
  • Readership information is provided to publishing law firms and authors of content to give them insight into their readership and to help them to improve their content.
  • Our Website may offer you the opportunity to share information through our Website, such as through Facebook's "Like" or Twitter's "Tweet" button. We offer this functionality to help generate interest in our Website and content and to permit you to recommend content to your contacts. You should be aware that sharing through such functionality may result in information being collected by the applicable social media network and possibly being made publicly available (for example, through a search engine). Any such information collection would be subject to such third party social media network's privacy policy.
  • Your information may also be shared to parties who support our business, such as professional advisors as well as web-hosting providers, analytics providers and other information technology providers.
  • Any court, governmental authority, law enforcement agency or other third party where we believe disclosure is necessary to comply with a legal or regulatory obligation, or otherwise to protect our rights, the rights of any third party or individuals' personal safety, or to detect, prevent, or otherwise address fraud, security or safety issues.
  • To our affiliated entities and in connection with the sale, assignment or other transfer of our company or our business.

How We Protect Your Information

JD Supra takes reasonable and appropriate precautions to insure that user information is protected from loss, misuse and unauthorized access, disclosure, alteration and destruction. We restrict access to user information to those individuals who reasonably need access to perform their job functions, such as our third party email service, customer service personnel and technical staff. You should keep in mind that no Internet transmission is ever 100% secure or error-free. Where you use log-in credentials (usernames, passwords) on our Website, please remember that it is your responsibility to safeguard them. If you believe that your log-in credentials have been compromised, please contact us at privacy@jdsupra.com.

Children's Information

Our Website and Services are not directed at children under the age of 16 and we do not knowingly collect personal information from children under the age of 16 through our Website and/or Services. If you have reason to believe that a child under the age of 16 has provided personal information to us, please contact us, and we will endeavor to delete that information from our databases.

Links to Other Websites

Our Website and Services may contain links to other websites. The operators of such other websites may collect information about you, including through cookies or other technologies. If you are using our Website or Services and click a link to another site, you will leave our Website and this Policy will not apply to your use of and activity on those other sites. We encourage you to read the legal notices posted on those sites, including their privacy policies. We are not responsible for the data collection and use practices of such other sites. This Policy applies solely to the information collected in connection with your use of our Website and Services and does not apply to any practices conducted offline or in connection with any other websites.

Information for EU and Swiss Residents

JD Supra's principal place of business is in the United States. By subscribing to our website, you expressly consent to your information being processed in the United States.

  • Our Legal Basis for Processing: Generally, we rely on our legitimate interests in order to process your personal information. For example, we rely on this legal ground if we use your personal information to manage your Registration Data and administer our relationship with you; to deliver our Website and Services; understand and improve our Website and Services; report reader analytics to our authors; to personalize your experience on our Website and Services; and where necessary to protect or defend our or another's rights or property, or to detect, prevent, or otherwise address fraud, security, safety or privacy issues. Please see Article 6(1)(f) of the E.U. General Data Protection Regulation ("GDPR") In addition, there may be other situations where other grounds for processing may exist, such as where processing is a result of legal requirements (GDPR Article 6(1)(c)) or for reasons of public interest (GDPR Article 6(1)(e)). Please see the "Your Rights" section of this Privacy Policy immediately below for more information about how you may request that we limit or refrain from processing your personal information.
  • Your Rights
    • Right of Access/Portability: You can ask to review details about the information we hold about you and how that information has been used and disclosed. Note that we may request to verify your identification before fulfilling your request. You can also request that your personal information is provided to you in a commonly used electronic format so that you can share it with other organizations.
    • Right to Correct Information: You may ask that we make corrections to any information we hold, if you believe such correction to be necessary.
    • Right to Restrict Our Processing or Erasure of Information: You also have the right in certain circumstances to ask us to restrict processing of your personal information or to erase your personal information. Where you have consented to our use of your personal information, you can withdraw your consent at any time.

You can make a request to exercise any of these rights by emailing us at privacy@jdsupra.com or by writing to us at:

Privacy Officer
JD Supra, LLC
10 Liberty Ship Way, Suite 300
Sausalito, California 94965

You can also manage your profile and subscriptions through our Privacy Center under the "My Account" dashboard.

We will make all practical efforts to respect your wishes. There may be times, however, where we are not able to fulfill your request, for example, if applicable law prohibits our compliance. Please note that JD Supra does not use "automatic decision making" or "profiling" as those terms are defined in the GDPR.

  • Timeframe for retaining your personal information: We will retain your personal information in a form that identifies you only for as long as it serves the purpose(s) for which it was initially collected as stated in this Privacy Policy, or subsequently authorized. We may continue processing your personal information for longer periods, but only for the time and to the extent such processing reasonably serves the purposes of archiving in the public interest, journalism, literature and art, scientific or historical research and statistical analysis, and subject to the protection of this Privacy Policy. For example, if you are an author, your personal information may continue to be published in connection with your article indefinitely. When we have no ongoing legitimate business need to process your personal information, we will either delete or anonymize it, or, if this is not possible (for example, because your personal information has been stored in backup archives), then we will securely store your personal information and isolate it from any further processing until deletion is possible.
  • Onward Transfer to Third Parties: As noted in the "How We Share Your Data" Section above, JD Supra may share your information with third parties. When JD Supra discloses your personal information to third parties, we have ensured that such third parties have either certified under the EU-U.S. or Swiss Privacy Shield Framework and will process all personal data received from EU member states/Switzerland in reliance on the applicable Privacy Shield Framework or that they have been subjected to strict contractual provisions in their contract with us to guarantee an adequate level of data protection for your data.

California Privacy Rights

Pursuant to Section 1798.83 of the California Civil Code, our customers who are California residents have the right to request certain information regarding our disclosure of personal information to third parties for their direct marketing purposes.

You can make a request for this information by emailing us at privacy@jdsupra.com or by writing to us at:

Privacy Officer
JD Supra, LLC
10 Liberty Ship Way, Suite 300
Sausalito, California 94965

Some browsers have incorporated a Do Not Track (DNT) feature. These features, when turned on, send a signal that you prefer that the website you are visiting not collect and use data regarding your online searching and browsing activities. As there is not yet a common understanding on how to interpret the DNT signal, we currently do not respond to DNT signals on our site.

Access/Correct/Update/Delete Personal Information

For non-EU/Swiss residents, if you would like to know what personal information we have about you, you can send an e-mail to privacy@jdsupra.com. We will be in contact with you (by mail or otherwise) to verify your identity and provide you the information you request. We will respond within 30 days to your request for access to your personal information. In some cases, we may not be able to remove your personal information, in which case we will let you know if we are unable to do so and why. If you would like to correct or update your personal information, you can manage your profile and subscriptions through our Privacy Center under the "My Account" dashboard. If you would like to delete your account or remove your information from our Website and Services, send an e-mail to privacy@jdsupra.com.

Changes in Our Privacy Policy

We reserve the right to change this Privacy Policy at any time. Please refer to the date at the top of this page to determine when this Policy was last revised. Any changes to our Privacy Policy will become effective upon posting of the revised policy on the Website. By continuing to use our Website and Services following such changes, you will be deemed to have agreed to such changes.

Contacting JD Supra

If you have any questions about this Privacy Policy, the practices of this site, your dealings with our Website or Services, or if you would like to change any of the information you have provided to us, please contact us at: privacy@jdsupra.com.

JD Supra Cookie Guide

As with many websites, JD Supra's website (located at www.jdsupra.com) (our "Website") and our services (such as our email article digests)(our "Services") use a standard technology called a "cookie" and other similar technologies (such as, pixels and web beacons), which are small data files that are transferred to your computer when you use our Website and Services. These technologies automatically identify your browser whenever you interact with our Website and Services.

How We Use Cookies and Other Tracking Technologies

We use cookies and other tracking technologies to:

  1. Improve the user experience on our Website and Services;
  2. Store the authorization token that users receive when they login to the private areas of our Website. This token is specific to a user's login session and requires a valid username and password to obtain. It is required to access the user's profile information, subscriptions, and analytics;
  3. Track anonymous site usage; and
  4. Permit connectivity with social media networks to permit content sharing.

There are different types of cookies and other technologies used our Website, notably:

  • "Session cookies" - These cookies only last as long as your online session, and disappear from your computer or device when you close your browser (like Internet Explorer, Google Chrome or Safari).
  • "Persistent cookies" - These cookies stay on your computer or device after your browser has been closed and last for a time specified in the cookie. We use persistent cookies when we need to know who you are for more than one browsing session. For example, we use them to remember your preferences for the next time you visit.
  • "Web Beacons/Pixels" - Some of our web pages and emails may also contain small electronic images known as web beacons, clear GIFs or single-pixel GIFs. These images are placed on a web page or email and typically work in conjunction with cookies to collect data. We use these images to identify our users and user behavior, such as counting the number of users who have visited a web page or acted upon one of our email digests.

JD Supra Cookies. We place our own cookies on your computer to track certain information about you while you are using our Website and Services. For example, we place a session cookie on your computer each time you visit our Website. We use these cookies to allow you to log-in to your subscriber account. In addition, through these cookies we are able to collect information about how you use the Website, including what browser you may be using, your IP address, and the URL address you came from upon visiting our Website and the URL you next visit (even if those URLs are not on our Website). We also utilize email web beacons to monitor whether our emails are being delivered and read. We also use these tools to help deliver reader analytics to our authors to give them insight into their readership and help them to improve their content, so that it is most useful for our users.

Analytics/Performance Cookies. JD Supra also uses the following analytic tools to help us analyze the performance of our Website and Services as well as how visitors use our Website and Services:

  • HubSpot - For more information about HubSpot cookies, please visit legal.hubspot.com/privacy-policy.
  • New Relic - For more information on New Relic cookies, please visit www.newrelic.com/privacy.
  • Google Analytics - For more information on Google Analytics cookies, visit www.google.com/policies. To opt-out of being tracked by Google Analytics across all websites visit http://tools.google.com/dlpage/gaoptout. This will allow you to download and install a Google Analytics cookie-free web browser.

Facebook, Twitter and other Social Network Cookies. Our content pages allow you to share content appearing on our Website and Services to your social media accounts through the "Like," "Tweet," or similar buttons displayed on such pages. To accomplish this Service, we embed code that such third party social networks provide and that we do not control. These buttons know that you are logged in to your social network account and therefore such social networks could also know that you are viewing the JD Supra Website.

Controlling and Deleting Cookies

If you would like to change how a browser uses cookies, including blocking or deleting cookies from the JD Supra Website and Services you can do so by changing the settings in your web browser. To control cookies, most browsers allow you to either accept or reject all cookies, only accept certain types of cookies, or prompt you every time a site wishes to save a cookie. It's also easy to delete cookies that are already saved on your device by a browser.

The processes for controlling and deleting cookies vary depending on which browser you use. To find out how to do so with a particular browser, you can use your browser's "Help" function or alternatively, you can visit http://www.aboutcookies.org which explains, step-by-step, how to control and delete cookies in most browsers.

Updates to This Policy

We may update this cookie policy and our Privacy Policy from time-to-time, particularly as technology changes. You can always check this page for the latest version. We may also notify you of changes to our privacy policy by email.

Contacting JD Supra

If you have any questions about how we use cookies and other tracking technologies, please contact us at: privacy@jdsupra.com.

- hide

This website uses cookies to improve user experience, track anonymous site usage, store authorization tokens and permit sharing on social media networks. By continuing to browse this website you accept the use of cookies. Click here to read more about how we use cookies.