News & Analysis as of

Corporate Governance Independent Boards

Cooley LLP

More independent board chairs—but not for the reason you think

Cooley LLP on

Independent board chairs may no longer be absolutely de rigueur from a corporate governance perspective—even ISS has a somewhat nuanced view on the subject—but the percentage of independent board chairs has been increasing...more

BCLP

New ISS 2021 Factors for Governance QualityScore Address Investor Hot Topics

BCLP on

ISS recently released updated methodology for its Governance QualityScore (GQS) rating system for institutional investors. The new factors relate to areas of emerging concern to investors, with 11 of the 17 new factors...more

Thomas Fox - Compliance Evangelist

Blue Bell: Failures of Role of the Board – Part 1: Governance

Over the past couple of blog posts, we have considered the guilty pleas by Blue Bell Creameries to charges that they distributed adulterated ice cream products and paid a criminal fine and forfeiture amount totaling $17.25...more

Skadden, Arps, Slate, Meagher & Flom LLP

ISS Proposes Benchmark Policy Changes for 2020

Institutional Shareholder Services Inc. (ISS), an influential proxy advisory firm, recently proposed changes to its benchmark voting policies to be applied for upcoming shareholder meetings taking place on or after February...more

Stinson - Corporate & Securities Law Blog

ISS Launches 2019 ISS Benchmark Policy Comment Period

ISS announced the launch of its benchmark voting policy comment period which will help set policy for the upcoming proxy season....more

Benesch

Corporate Governance Trends and Best Practices Among Mid-Market Public Companies

Benesch on

Welcome to the first Annual Benesch Corporate Governance Report focused on trends and best practices at mid-market public companies. While we have seen many reports focused on corporate governance practices of Fortune 100...more

Wilson Sonsini Goodrich & Rosati

2018 Delaware Corporate Law and Litigation Year In Review

In 2018, the Delaware courts issued a broad range of important decisions addressing various corporate law and governance issues. Those decisions are relevant for public and private companies and will help shape...more

Skadden, Arps, Slate, Meagher & Flom LLP

Preparing for the Shareholder Proposal Season

On November 16, 2017, Skadden held our webinar “Preparing for the Shareholder Proposal Season.” The panelists were Michael Garland, Assistant Comptroller for Corporate Governance and Responsible Investment in the Office of...more

WilmerHale

Independent Directors

WilmerHale on

Tom Burke (Chief Financial Officer of Hydra Biosciences), Joshua Fox (Partner at WilmerHale), Mike Massaro (Chief Executive Officer of Flywire) and Sameer Sabir (Chief Financial Officer of SevenOaks Biosystems) spoke at...more

Allen Matkins

Chancellor Bouchard Rules There Can Be No Ratification Without Works

Allen Matkins on

In reading Chancellor Andre G. Bouchard’s ruling yesterday in Espinoza v. Zuckerberg, 2015 Del. Ch. LEXIS 273 (Del. Ch. 2015), I was reminded of the theological debate among Christians concerning justification by faith.  The...more

Katten Muchin Rosenman LLP

Corporate and Financial Weekly Digest - Volume X, Issue 38

SEC/CORPORATE - ISS Publishes Results of 2015–2016 Annual Global Policy Survey - On September 28, Institutional Shareholder Services (ISS), a leading proxy advisory firm, published the results of its 2015–2016...more

Latham & Watkins LLP

Proxy Access In The 2015 Season

Latham & Watkins LLP on

Rhonda Brauer is a senior managing director of corporate governance at Georgeson Inc. where she helps companies enhance their shareholder communications and analyze their governance practices. She recently joined Latham &...more

Blank Rome LLP

Appointment Of Independent Directors On The Eve Of Bankruptcy: Why The Growing Trend?

Blank Rome LLP on

In recent years, companies in financial distress have found “independent” directors to be useful to achieve protections for their board members. An independent director is a director – usually with no prior affiliation to the...more

Stinson - Corporate & Securities Law Blog

ISS Issues FAQs on Independent Chair Policy and Equity Plan Scorecard

ISS previously issued its 2015 policy updates. ISS has now issued FAQs on the independent chair policy and the Equity Plan Scorecard....more

Latham & Watkins LLP

Director Tenure: A Solution in Search of a Problem

Latham & Watkins LLP on

Director tenure continues to gain attention in corporate governance as term limits become a cause célèbre. Proponents argue directors should no longer qualify as independent after 10 years of service, even though no law, rule...more

Smith Anderson

ISS and Glass Lewis Update Their Proxy Voting Guidelines

Smith Anderson on

Institutional Shareholder Services (ISS) and Glass, Lewis & Co. (Glass Lewis), two of the leading providers of corporate governance research and proxy voting services, have published their updated proxy voting guidelines for...more

Mintz - Securities & Capital Markets...

ISS Releases 2015 Proxy Voting Guidelines

ISS (Institutional Shareholder Services) has released its annual 2015 Proxy Voting Guidelines Updates. These guidelines apply to annual meetings to be held on or after February 1, 2015. Many of our clients have investors who...more

Katten Muchin Rosenman LLP

Proxy Advisory Firms Release Policy Updates for 2015

Institutional Shareholder Services (ISS) and Glass Lewis, two leading proxy advisory firms, recently published their 2015 proxy voting guidelines for US companies, which include several updates applicable to the 2015 proxy...more

Akin Gump Strauss Hauer & Feld LLP

ISS and Glass Lewis Adopt 2015 Voting Policies

Proxy advisory firms Institutional Shareholder Services Inc. (ISS) and Glass Lewis have both released their voting policies for the 2015 proxy season. The policy changes for U.S. companies include updates to the firms’...more

Morrison & Foerster LLP

ISS and Glass Lewis Update their Proxy Voting Guidelines for 2015

Morrison & Foerster LLP on

Proxy research and advice entities Institutional Shareholder Services Inc. (“ISS”) and Glass, Lewis & Co., LLC (“Glass Lewis”) recently updated the guidelines each service will use to inform their voting recommendations for...more

Blank Rome LLP

ISS Guidelines for 2015 Proxy Season – More Holistic Review of Board Leadership Structure

Blank Rome LLP on

On November 6, 2014, ISS released its 2015 proxy voting guidelines which update its benchmark policy recommendations. The updated policies will be effective for shareholder meetings held on or after February 1, 2015....more

Akin Gump Strauss Hauer & Feld LLP

Director Tenure Draws Increasing Investor Attention

The Wall Street Journal recently highlighted director tenure in an article titled “The 40-Year Club: America’s Longest Serving Directors.” While the article noted that fewer than 30 public company directors have at least 40...more

Adler Pollock & Sheehan P.C.

Insight on Estate Planning - February/March 2013: Strong governance enhances a family business’s value

Too often, family members view their business as a source of wealth without making sure that the company is managed by those best suited for the job. Good governance — carefully documented in writing — can help ensure a...more

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