News & Analysis as of

Guidance Update Securities and Exchange Commission (SEC) Proxy Season

Fenwick & West LLP

SEC Updates Guidance on Excluding Shareholder Proposals

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The SEC rescinded Staff Legal Bulletin No. 14L and issued updated guidance on the exclusion of shareholder proposals under Rule 14a-8 and certain other aspects of Rule 14a-8....more

Womble Bond Dickinson

SEC Adopts Final Rules for Proxy Advisors

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Firms that advise institutional advisers and institutional investors in the proxy voting process (“proxy advisors”) have gained prominence in recent years, but have also faced increased scrutiny regarding the accuracy and...more

Troutman Pepper Locke

SEC Adopts Amendments to Provide Investors More Information on Proxy Voting Advice

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On July 22, the U.S. Securities and Exchange Commission (SEC) voted to adopt amendments (Amendments) to certain of its rules governing proxy solicitations under the Securities Exchange Act of 1934 (Exchange Act). The...more

King & Spalding

SEC Views Proxy Advice as Solicitation under Federal Proxy Rules

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The nation’s largest shareholder advisory firm, Institutional Shareholder Services Inc. (“ISS”), recently filed suit against the SEC over new guidelines meant to give investors more transparency into how proxy advisory firms...more

A&O Shearman

2020 Proxy Season – Quick Reference Guide

A&O Shearman on

Board Oversight Disclosure. Over the past several years, companies have increasingly used their proxy statements to communicate how their boards have exercised oversight over key matters. We expect this trend to accelerate in...more

Dorsey & Whitney LLP

SEC Adopts Guidance Impacting Voting Recommendations from Proxy Advisory Firms

Dorsey & Whitney LLP on

In two related releases issued on August 21, the SEC updated its guidance and interpretations to heighten the scrutiny given to the voting recommendations made by proxy advisory firms such as Institutional Shareholder...more

Wilson Sonsini Goodrich & Rosati

SEC Releases Additional Guidance on Pay Ratio Disclosure Rules

On September 21, 2017, the U.S. Securities and Exchange Commission (SEC) released additional guidance on the pay ratio disclosure rules that require public companies to disclose how the compensation of their chief executive...more

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