What are ISS and Glass Lewis and Why Should My Bank Care?
Welcome to the Corporate Briefing, where we review the latest developments in UK corporate law that you need to know about. In this month’s issue, we discuss...more
On November 6, 2023, Institutional Shareholder Services, Inc. (ISS) announced the scheduled November 20 opening of its peer group submission window for U.S. and Canadian companies with annual meetings slated to be held...more
As Maryland public companies begin preparing for their 2024 annual meetings, we recommend that each consider the voting results of its 2023 annual meeting of shareholders. Maintaining awareness of institutional investor and...more
In preparation for the 2023 proxy season, proxy advisory firms Glass Lewis and Institutional Shareholder Services (ISS) announced updates to their voting guidelines for investors, effective on January 1, 2023, and February 1,...more
Each year brings new executive compensation rules and considerations, whether based on Securities and Exchange Commission (SEC) rules, developments under the Internal Revenue Code, litigation trends, institutional adviser...more
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
Given the recent volatility in the national markets, the stock prices of many publicly-traded companies have declined significantly, resulting in an increasing number of service providers holding underwater stock...more
In a prior post, we discussed the first eight of 15 recommended steps to consider when submitting an equity plan for shareholder approval. In this post, we discuss the final steps. While we know each situation is different,...more
In our November 2, 2021 blog post, we highlighted a number of considerations for the 2022 proxy season. Based on recent developments, the following are some additional items...more
The two dominant proxy advisory firms — Institutional Shareholder Services (ISS) and Glass Lewis (GL) — have issued their policy updates for the 2022 proxy season. These updates reflect the continuing trend of institutional...more
This memorandum outlines key considerations from White & Case's Public Company Advisory Practice for US public companies in preparation for the 2021 annual reporting and proxy season. Section I of this memo, which was...more
Executive pay has been a hot topic for a number of years but the uncertainty created by the pandemic has resulted in an increased level of scrutiny of public company pay decisions and revised related proxy voting...more
As COVID-19 rages on, companies are again flocking to virtual annual meetings for the 2021 proxy season, but with one important difference: the luxury of time. Many companies are already exploring retention of virtual annual...more
The U.S. Securities and Exchange Commission (SEC) issued rule updates and guidance in 2019 that are intended to simplify certain public reporting requirements, clarify the staff’s expectations with respect to no-action relief...more
With the 2020 reporting season just around the corner, there are several compliance “musts” to focus on, as well as items that can be addressed in the remainder of 2019 to make 2020 a little easier....more
Glass Lewis has published its 2020 UK Proxy Paper Guidelines which provide an overview of its approach to governance and proxy research in the UK. Glass Lewis review companies’ adherence to the Investment Association’s...more
Last week, Glass Lewis & Co. (Glass Lewis) released its annual U.S. and Shareholder Initiatives proxy voting policies and guidelines for the 2020 proxy season....more
On February 5, 2019, Skadden hosted the webinar “Key Trends in Executive Compensation, Employment Law and Compensation Committee Practices.” The panelists were David Schwartz, Skadden’s global head of Labor and Employment...more
In this newsletter, we provide a snapshot of the principal European, US and selected international governance and securities law developments of interest to European corporates. ...more
The 10-K and proxy season begins in a little over a month for companies with calendar fiscal year-ends. The following governance and disclosure developments should be considered in the course of preparing these filings....more
Institutional Shareholder Services (ISS) has issued new FAQs addressing U.S. Executive Compensation Policies and U.S Equity Compensation Plans for the 2019 proxy season, for annual meetings held on or after February 1, 2019....more
With 2018 quickly drawing to a close, attention now turns to preparing for the 2019 reporting season. As always, there are a number of compliance "musts" to focus on, as well as items that can be addressed in 2018 to make...more
Director compensation suits may survive a motion to dismiss in Delaware even if director compensation is within a shareholder-approved limit. ...more
Companies preparing for their annual shareholder meetings will need to consider a variety of factors, including new Securities and Exchange Commission (SEC) requirements, guidance from Institutional Shareholder Services, Inc....more
Glass Lewis uses Equilar Market Peers to analyze companies' executive pay and relative company performance when formulating say-on-pay vote recommendations for its institutional investor clients. When developing Market Peers,...more