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Jones Day

Holding Proxy Advisors' Feet to the Fire

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Proxy advisors, and specifically ISS and Glass Lewis, are in the business of advising asset managers on whether to vote for or against the thousands of director nominees and proposals that are presented to shareholders each...more

Fenwick & West LLP

Proxy Advisors, Institutional Investors Shift Diversity Policies and Mandates

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Some proxy advisors and institutional investors have made changes to their diversity policies and mandates, including the following ...more

Wilson Sonsini Goodrich & Rosati

[Webinar] A Shift in ESG: Navigating Environmental and Social Issues Under the New Administration - A Three-Part Series - March...

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

Cooley LLP

Special Time-Sensitive Complications for the 2025 Proxy Season

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As most public companies know, shareholder outreach is often an important part of the playbook when a company is seeking approval of compensation-related proposals at an annual meeting. A company may engage with shareholders...more

Cooley LLP

Glass Lewis Addresses Board Diversity With “For Your Attention” Flag

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This Cooley Alert that I blogged about earlier today – penned by Brad Goldberg, Beth Sasfai, Luci Altman, and Michael Mencher – has been updated for this development...more

Cooley LLP

Policy Updates and Considerations for Proxy Season

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Public companies find themselves rethinking disclosures relating to the diversity of their board and their director recruitment practices as they head into proxy season, given recent developments – including the US Court of...more

Wilson Sonsini Goodrich & Rosati

ISS and Glass Lewis: Board Diversity Voting Policies

On February 11, 2025, Institutional Shareholder Services (ISS) announced a change to its voting policy with respect to board diversity. ISS will no longer consider the gender and racial and/or ethnic diversity of U.S. company...more

Stikeman Elliott LLP

ISS and Glass Lewis 2025 Canadian Benchmark Policy Guidelines

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Institutional Shareholder Services (“ISS”) and Glass Lewis have published their Canadian benchmark policy guidelines for the 2025 proxy season. Key updates focus on the board’s oversight of artificial intelligence (“AI”),...more

Blake, Cassels & Graydon LLP

Le point sur les lignes directrices canadiennes en matière de vote par procuration pour 2025

À l’approche de la période de sollicitation de procurations de 2025, les émetteurs pourraient vouloir prendre connaissance des lignes directrices canadiennes en matière de vote par procuration émises par Institutional...more

Vinson & Elkins LLP

Executive Compensation Under the New Administration

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President-elect Donald Trump’s impending return to power on January 20, 2025, has created uncertainty and challenges for proxy advisory firms, such as ISS and Glass Lewis, which provide voting recommendations to investors on...more

Latham & Watkins LLP

UK’s Investment Association Publishes More Flexible Principles of Remuneration

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Recent reforms in the UK market have led to less prescriptive executive remuneration principles that encourage companies to tailor structures to their business, strategy, and performance while consulting with shareholders....more

Cooley LLP

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

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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

Vinson & Elkins LLP

[Hybrid CLE Event] Every Season is Activist Season: The Big Questions for 2024 - January 31st, New York, NY

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Vinson & Elkins’ Shareholder Activism practice co-heads Lawrence Elbaum and Patrick Gadson will discuss how companies need to prepare against the year round attacks by shareholder activists. In a conversation moderated by...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

White & Case LLP

Diversity on UK Boards

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Increased focus from investors, regulators, and employees on racial, ethnic and gender diversity has heightened scrutiny of public companies' commitments to diversity in their workforce and in particular on their boards. ...more

Cooley LLP

Hey, it’s “ESG month”—House ESG Working Group takes on shareholder proposal process

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“ESG month” may not be exactly what you think. It’s the moniker, according to Politico, ascribed to the plan of the House Financial Services Committee, reflected in this interim report from its ESG Working Group, “to spend...more

Skadden, Arps, Slate, Meagher & Flom LLP

The Informed Board Podcast | Pass-Through Voting: Empowering Shareholders or Increasing the Influence of Proxy Advisors?

Several large index funds are now giving investors a say in the way their shares are voted. Skadden M&A partner Ann Beth Stebbins leads a discussion of how the “pass-through voting” process works, whether it is likely to...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

Troutman Pepper Locke

Utah AG Leads Republican States’ Challenge to Proxy Firms’ ESG Practices

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On January 17, Utah Attorney General Sean Reyes (R), on behalf of a 21-state coalition, sent a letter to the CEOs of the two largest proxy advisory firms, Institutional Shareholder Services (ISS) and Glass, Lewis & Company....more

Mintz - Privacy & Cybersecurity Viewpoints

Preparation for 2022 Fiscal Year-End SEC Filings and 2023 Annual Shareholder Meetings

Public companies initiating the year-end reporting process will need to consider, and in many cases take steps to address, a number of significant developments and issues. To assist companies in this process, Mintz has...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

Cooley LLP

SEC cuts key provisions of proxy advisor regulations and proposes amendments to Rule 14a-8: will they create regulatory whiplash?

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At an open meeting yesterday morning, the SEC welcomed new Commissioner Mark Uyeda and bid farewell to Commissioner Allison Herren Lee. The SEC also voted to adopt new amendments to the rules regarding proxy advisory firms,...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

Skadden, Arps, Slate, Meagher & Flom LLP

Annual Meeting Filing and Disclosure Reminders

As companies finalize materials for annual shareholder meetings, we recommend consideration of the following key requirements and disclosures: SEC proxy filing requirements; website and submission requirements; proxy...more

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