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Institutional Shareholder Services (ISS) Securities and Exchange Commission (SEC) Proxy Advisors

Cooley LLP

What’s going on with the SEC’s proxy advisor rules?

Cooley LLP on

Shall we catch up on some of the recent developments regarding the SEC’s proxy advisor rules? First, let’s take a look at what’s happening with the appeal of the opinion of the D.C. Federal District Court in ISS v. SEC,...more

Carlton Fields

Proxy Advisers Win by a Nose, Eclipse Conflict Disclosure Requirement

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In February, a federal district judge in the District of Columbia awarded proxy advisers a victory by vacating an SEC rule provision that they opposed....more

Davies Ward Phillips & Vineberg LLP

GOVERNANCE INSIGHTS 2023 - As the Pandemic Abates, Activists Advance: Shareholder Activism Rebounds in Canada

Canadian shareholder activism continued its post-pandemic resurgence into the first half of 2023. Emerging trends include the “activist swarm,” where multiple—yet uncoordinated—activists converge on a single target with...more

Cooley LLP

In Fifth Circuit oral argument, SEC faces challenge to preserve 2022 changes to proxy advisor rules

Cooley LLP on

In December last year, the Federal District Court for the Western District of Texas issued an Order granting summary judgment to the SEC and Chair Gary Gensler and denying summary judgment to the National Association of...more

Akin Gump Strauss Hauer & Feld LLP

Proxy Advisory Firms Issue 2023 Voting Guidelines

As companies begin preparing for the 2023 proxy season, we note that Institutional Shareholder Services Inc. (ISS) and Glass Lewis, the leading providers of corporate governance solutions and proxy advisory services, issued...more

Orrick, Herrington & Sutcliffe LLP

Considerations for Company Insiders When Contemplating Pledging Shares

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

Fenwick & West LLP

Proxy Advisors Update Voting Guidelines for 2023 Focusing on Board Diversity, Officer Exculpation and ESG Oversight

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Institutional Shareholder Services (ISS) and Glass Lewis, the leading proxy advisors in the United States, have announced updates and clarifications for their voting guidelines for the 2023 proxy season. Their voting...more

Woodruff Sawyer

SEC Adopts Amendments to Its Own Rules Regulating Proxy Advisory Firms

Woodruff Sawyer on

Proxy advisory services have been beset by controversy. In response, in July 2020, the Securities and Exchange Commission (SEC) issued final rules (the 2020 Final Rules) tightening regulations that govern proxy advisory...more

Goodwin

SEC Adopts Amendments to Rules Governing Proxy Voting Advice

Goodwin on

The 2022 Amendments have removed the requirements that call for proxy advisory firms claiming an exemption from proxy filing rules for solicitations to provide their proxy voting advice to subject companies and provide their...more

BCLP

That was quick! SEC reverses key elements of 2020 amendments to rules for ISS, Glass Lewis and other proxy advisors

BCLP on

As discussed in our July 24, 2020 client alert, the SEC amended the proxy rules to establish a framework for proxy advisors such as ISS and Glass Lewis to remain exempt from proxy rule information and filing requirements....more

Fenwick & West LLP

Proxy Advisors Update Voting Guidelines for 2022 Focusing on Board Diversity, Climate and ESG Oversight

Fenwick & West LLP on

Institutional Shareholder Services (ISS) and Glass Lewis, the leading proxy advisors in the United States, have announced updates and clarifications for their voting guidelines for the 2022 proxy season. Their voting...more

Stinson - Corporate & Securities Law Blog

SEC Proposes Changes to Proxy Advisor Rules

In 2019, the SEC proposed changes to its proxy advisor rules (the “2019 Proposed Rules”).  Later the SEC adopted final rules regarding proxy voting advice (the “2020 Final Rules”) provided by proxy advisory firms, or proxy...more

Goodwin

ESG Shareholder Proposals Will be More Difficult to Exclude After SEC Staff Interpretive Reversal

Goodwin on

On November 3, 2021, the staff (“staff”) of the Division of Corporation Finance (“Division”) of the U.S. Securities and Exchange Commission (“SEC”) published Staff Legal Bulletin No. 14L which reverses a series of...more

Stinson - Corporate & Securities Law Blog

Preliminary Planning for the 2022 Proxy Season

Our preliminary list of important planning considerations for the 2022 proxy season is set forth below. - Directors’ and Officers’ Questionnaires; Committee Charters - We have identified only a few possible changes...more

Cooley LLP

Blog: House budget package would scrap proxy advisor rules

Cooley LLP on

It’s worth noting that the budget package passed by the House last week includes a provision intended to put the kibosh on the proxy advisory firm rules that were adopted by the SEC in July 2020. Specifically, the bill...more

Fenwick & West LLP

SEC Announces Latest Amendments to Proxy Advisor Rules Will Not Be Enforced, Pending Additional Review

Fenwick & West LLP on

Gary Gensler, the new chairman of the U.S. Securities and Exchange Commission, released a statement on June 1, 2021, directing SEC staff to consider revisiting its interpretation and guidance from September 2019 regarding the...more

Mayer Brown Free Writings + Perspectives

SEC Revisiting Applicability of Proxy Rules to Proxy Voting Advice by Advisory Firms

The US Securities and Exchange Commission (SEC) is actively reconsidering its position on the applicability of its proxy rules to proxy voting advice. Background - In July 2020, the SEC adopted amendments to its proxy...more

Mintz - Securities & Capital Markets...

How Companies Can Prepare for SEC Proxy Advisor Reform

The SEC’s long-awaited final rules governing voting advice provided by proxy advisory firms such as Institutional Shareholders Service (ISS) and Glass Lewis (the “final rules”) became effective on November 2, 2020. The final...more

King & Spalding

Significant 2021 Proxy Advisor Policy Changes

King & Spalding on

Proxy advisory firms ISS and Glass Lewis have issued their annual updated proxy voting guidelines for the upcoming 2021 proxy season. Glass Lewis’s new guidelines apply to shareholder meetings on or after January 1, 2021,...more

Eversheds Sutherland (US) LLP

SEC adopts amendments to proxy advice rules and updates guidance for investment advisers

In recent years, the Securities and Exchange Commission (SEC) has sought to address controversy regarding the proxy voting system and the influence of proxy advisory firms such as Glass, Lewis & Co. and Institutional...more

Goodwin

SEC Adopts Final Rules Addressing Proxy Advisory Firms

Goodwin on

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

Skadden, Arps, Slate, Meagher & Flom LLP

Key Trends in Executive Compensation, Employment Law and Compensation Committee Practices

On January 29, 2020, Skadden hosted the webinar “Key Trends in Executive Compensation, Employment Law and Compensation Committee Practices” presented by panelists Michael Bergmann, Executive Compensation and Benefits counsel;...more

Cooley LLP

Blog: SEC calls “time out” on proxy advisor guidance and ISS litigation

Cooley LLP on

You might recall that, at the end of October, proxy advisory firm ISS filed suit against the SEC and its Chair, Jay Clayton (or Walter Clayton III, as he is called in the complaint) in connection with the interpretation and...more

Perkins Coie

Preparing for the 2020 Public Company Reporting Season

Perkins Coie on

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

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