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Cooley LLP

Fifth Circuit vacates SEC rescission of “notice-and-awareness” provisions in proxy advisor rules

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Is it ok for an agency to change its mind? Well that depends. If the agency was “arbitrary and capricious” in failing to provide an adequate explanation to justify its change, a court may well vacate that about-face. At...more

Cooley LLP

After 1576 days, DC District Court holds proxy advisor rule invalid

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A Federal District Court has just held invalid the SEC’s rule regarding proxy advisory firms. The case dates back to 2019(!), when ISS sued the SEC and then-SEC Chair Jay Clayton in connection with the SEC’s interpretive...more

Latham & Watkins LLP

Transparency Is Key for PE Amid Greenbashing Risk

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As ESG statements fall under increasing scrutiny, sponsors should aim for consistent and accurate messaging, as well as robust ESG strategies. Regulatory drivers and stakeholder demands have put environmental, social,...more

White & Case LLP

Overboarding in the UK: How many seats is too many

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In recent years "overboarding" has become an important issue for many UK companies and investors alike. Several large asset managers as well as proxy advisors, including Vanguard, BlackRock, and LGIM, have tightened their...more

Cooley LLP

SEC cuts key provisions of proxy advisor regulations

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[This post revises and updates my earlier post primarily to reflect the contents of the proposing release.] At an open meeting last week, the SEC voted, three to two, to adopt new amendments to the rules regarding proxy...more

Cooley LLP

Is some investor support for climate-related shareholder proposals declining?

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In this paper, BlackRock Investment Stewardship provides a preview of its perspective on climate-related shareholder proposals up for votes during the current proxy season. In 2021, BIS “supported 47% of environmental and...more

White & Case LLP

Repricing Underwater Options

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In this time of market volatility, White & Case LLP partners Colin Diamond (Chair of US Public Company Advisory) and Henrik Patel (Global Head of Employment, Compensation and Benefits) address the securities law, tax and...more

Fenwick & West LLP

ESG in Silicon Valley: A Look at the ESG Disclosure Practices of the SV 150 - March 2022

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Throughout the last few years, investors, proxy advisors, governance professionals and a number of stakeholders have expressed a keen interest in how companies are managing their environmental, social and governance (ESG)...more

Alston & Bird

[Event] 2022 Proxy Season Outlook Seminar - November 18th, Atlanta, GA

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Alston & Bird will host this live seminar from our Atlanta office in addition to a live webcast. Learn about key developments and issues facing companies and investors and what you need to do to prepare for the 2022 proxy...more

King & Spalding

Proxy Season: Early Highlights and Emerging Themes

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The COVID-19 pandemic, volatile market conditions, and increasing stakeholder attention to a range of environmental and social topics made 2020 a remarkably difficult year for many public companies. 2021 will bring new...more

Vinson & Elkins LLP

SEC Adopts 2019 Proxy Voting Amendments, Minus the Bite

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On July 22, 2020, the Securities and Exchange Commission (the “SEC”) adopted amendments to the proxy solicitation rules and issued guidance regarding the proxy voting responsibilities of investment advisers. The amendments, a...more

Tarter Krinsky & Drogin LLP

SEC Provides Supplemental Guidance On Voting Responsibilities Of Investment Advisers

On July 22, 2020, the Securities and Exchange Commission (SEC) amended its proxy solicitation rules regarding proxy advisers. In general, these amendments codify the SEC’s position that proxy adviser’s voting advice...more

Goodwin

SEC Adopts Final Rules Addressing Proxy Advisory Firms

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On July 22, 2020, the Securities and Exchange Commission (SEC) adopted amendments to its proxy rules addressing proxy voting advice provided by proxy advisory firms, such as ISS and Glass Lewis. The amendments were originally...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

Jones Day

SEC Takes First Step Toward Improving Accountability of Proxy Advisers

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The Background: The Securities and Exchange Commission ("SEC") published guidance affecting proxy advisory firms and the investment advisers that rely on them as a follow-up to its November 2018 proxy process roundtable. ...more

Akin Gump Strauss Hauer & Feld LLP

SEC Applies Fiduciary Duties Analysis to Voting Obligations

On August 21, 2019, the Securities and Exchange Commission (SEC) voted 3 to 2 to adopt new interpretive guidance (the “Voting Interpretation”) applicable to investment advisers regarding their proxy voting responsibilities as...more

Cooley LLP

Blog: SEC’s Investor Advisory Committee adopts “proxy plumbing” recommendations

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Yesterday morning, at a telephonic meeting of the SEC’s Investor Advisory Committee, the Committee voted to adopt revised recommendations addressing “proxy plumbing”—the panoply of problems associated with the infrastructure...more

Orrick, Herrington & Sutcliffe LLP

Yet Another Congressional Proposed Corporate Reform: Proxy Advisory Firms in the Crosshairs

Over the past six months, U.S. legislators have engaged in an unusual burst of energy to introduce three separate bills regulating various areas affecting U.S. public company corporate governance...more

Akin Gump Strauss Hauer & Feld LLP

RR Donnelley Survey: Inside Scoop on Investors’ Review of Proxy Statements

Registrants and investors are increasingly placing greater focus on proxy statement presentation. As a result, over the last few years, proxy statements have evolved into more effective disclosure and marketing tools as...more

Katten Muchin Rosenman LLP

ESMA Recommends Proxy Advisor Code of Conduct

On February 19, the European Securities and Markets Authority (ESMA) published a Feedback Statement on its March 2012 consultation on the role of the proxy advisory industry as service providers to institutional investors...more

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