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As we near June 30, 2023, companies are advised to get a jump start on disclosure changes and possible updates to upcoming Form 10-Qs (or Form 10-Ks in the case of non-calendar year companies). The SEC recently updated the...more
Davies Governance Insights analyzes the top trends and issues most important to Canadian public companies and provides practical guidance for boards to meet these challenges head on. In the 2020 edition of Davies...more
During 2021, the U.S. Securities and Exchange Commission (SEC) adopted rule changes and provided public companies with useful guidance on various topics. In December, Institutional Shareholder Services (ISS) released its...more
On December 1, 2020, the Nasdaq Stock Market LLC (“Nasdaq”) proposed to adopt listing rules related to board diversity after determining that the national market and the public interest would benefit from a regulatory...more
Regardless of size or industry, thoughtful director appointment is critical to the success of any public company. Yet following the departure of a director, many boards are left scrambling to locate and onboard a suitable...more
ISS has opened the comment period on potential changes to its voting policies for 2020. In the U.S., ISS is seeking comment on proposed changes related to sunset provisions for multi-class stock structures, share buybacks...more
Institutional Shareholder Services Inc. (ISS), an influential proxy advisory firm, has launched its annual policy survey to inform its benchmark voting policies for 2020 and beyond. In an effort to streamline the process, ISS...more
ISS announced updates to its policies for next year. Like Glass Lewis a month ago, ISS is also—shall we say “unfriendly”— to boards of companies that submit to shareholders a charter or bylaw ratification proposal while...more
What is QualityScore? Institutional Shareholder Services (ISS) rates corporate governance quality and risk for companies in 30 markets, including constituents of the U.S. Russell 3000, through a product called...more
Securities counsel typically works hand-in-glove with a public company’s corporate secretary throughout a typical year, with their collaboration intensifying when planning the annual shareholders’ meeting and related year-end...more
The following are some important reminders and updates for the 2017 proxy season. Say-When-on-Pay - Required Vote in 2017 - The Securities and Exchange Commission (SEC) requires companies to conduct a...more
As part of BakerHostetler’s commitment to serve as a strategic business partner, we are pleased to publish this first edition of our Securities & Governance Bulletin. This resource is designed to keep executives, corporate...more
Institutional Shareholder Services (ISS) and Glass Lewis (GL), the two most influential proxy advisory firms, recently released updates to their voting policies for 2017. Both ISS and GL issued policy updates on director...more
Dear clients and friends, We present our traditional year-end issue of Snell & Wilmer’s Corporate Communicator to help you prepare for the upcoming annual report and proxy season. This issue highlights SEC reporting and...more
Reevaluate Non-GAAP Disclosures in Light of Updated C&DIs and Other SEC Actions. As the reporting season gets underway, reviewing non-GAAP disclosure practices should remain a top priority in light of the new and updated...more
Institutional Shareholder Services Inc. (“ISS”) and Glass, Lewis & Co., LLC (“Glass Lewis”) recently updated the guidelines they will use to inform their voting recommendations for the 2017 proxy season. The updates address...more
ISS has announced the adoption of QualityScore, a benchmark of corporate governance. QualityScore was previously known as QuickScore, and before that by the monikers “GRId” and “CGQ.” For US companies, the following is a...more
As many institutional investors have concluded, prevailing governance policies and practices have not produced desired board refreshment, which these investors would support in order to strengthen expertise, promote diversity...more
The scrutiny of pale, stale and male boards continues, this time focused on the “stale,” that is, long-tenured directors. According to the WSJ, institutional investors are increasingly questioning whether more turnover on...more
Institutional Shareholder Services, Inc. (ISS) employs a lot of very smart people with great intentions, but sometimes, they just need help. ...more
On October 26, Institutional Shareholder Services (ISS), a leading proxy advisory firm, released for comment draft voting policy changes for 2016. The three proposals are as follows...more
SEC/CORPORATE - ISS Releases 2016 Draft Voting Policy Changes for Comment - On October 26, Institutional Shareholder Services (ISS), a leading proxy advisory firm, released for comment draft voting policy changes...more
Institutional Shareholder Services Inc. (ISS) is a very influential purveyor of proxy advisory services. As part of ISS’ annual policy update procedure, ISS recently released a proposed policy change with respect to...more
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
On February 20, (ISS) published long-awaited FAQs clarifying its voting policies on proxy access proposals that would allow investors to include director nominees in the company’s proxy materials....more