The Informed Board Podcast | Pass-Through Voting: Empowering Shareholders or Increasing the Influence of Proxy Advisors?
ERISA Plan Fiduciaries’ Proxy Voting: Regulatory Updates
What are ISS and Glass Lewis and Why Should My Bank Care?
Under the new administration, several shifts in E&S have impacted public companies across a number of different practice areas. In light of these developments, companies are taking a wide array of approaches to disclosure,...more
ISS and Glass Lewis generally publish changes to their proxy voting policies around this time of year. Glass Lewis recently issued its 2025 US Policy Guidelines listing changes and clarifications....more
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
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
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
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
The SEC adopted amendments on July 13, 2022 to its rules governing voting advice rendered by proxy voting advice firms. In particular, the amendments are designed to alleviate certain burdens that may impair the timeliness...more
On July 13, 2022, the U.S. Securities and Exchange Commission (SEC), by a 3-2 vote, adopted amendments to the rules governing proxy voting advice businesses (proxy advisors), rescinding two components of the proxy rules...more
On November 17, 2021, the Securities and Exchange Commission (SEC) proposed amendments to its rules governing proxy solicitations. The proposals seek to address concerns by investors and others that the current rules may...more
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
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
Yesterday the SEC approved new proxy rules requiring the use of universal proxy cards by management and shareholders soliciting proxy votes for their candidates in non-exempt director election contests, as well as mandating...more
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
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
John Jenkins at DealLawyers.com took note of this recent blog by Professor Ann Lipton concerning the stockholder vote at The Tribune Publishing Company. The gist of both these blogs was the decision by a 24% stockholder in...more
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
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
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
Proxy voting advice businesses, or PVABs, have come to play an important role in the proxy voting process by providing an array of voting services that can help investment advisers and institutional investor clients manage...more
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
New Rules, Proposed Rules, Guidance and Alerts - PROPOSED RULES – SEC Proposes Rule Changes for Proxy Advisory Firms – On November 5, 2019, the SEC issued a release proposing amendments to the federal proxy rules...more
Stinson has prepared an analysis of proposed rules recently adopted by the SEC at an open meeting on November 5. SEC Commissioners voted 3-2 to propose potentially significant changes to the shareholder proposals...more
At the Securities and Exchange Commission’s (the “Commission”) open meeting yesterday, the Commissioners approved two new proposed rules in their ongoing efforts to modernize proxy solicitation and shareholder proxy access,...more
SEC Sanctions Private Fund Adviser and Chief Investment Officer for Valuation Policy Failures - On June 4, 2019, the SEC announced that Deer Park Road Management Company, LP (“Deer Park”) agreed to pay a $5 million...more
Corporate Governance and Securities Law Developments - Directors Can Be Held Liable for Failure to Oversee “Mission Critical” Regulatory Compliance - On October 1, the Delaware Court of Chancery refused to dismiss a...more