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The SEC rescinded Staff Legal Bulletin No. 14L and issued updated guidance on the exclusion of shareholder proposals under Rule 14a-8 and certain other aspects of Rule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
In this edition of our newsletter, we have summarized key third quarter guidance from the Internal Revenue Service ("IRS"), Department of Labor ("DOL"), and Pension Benefit Guaranty Corporation ("PBGC"). As we look back on...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, 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
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
On November 11, 2019, Institutional Shareholder Services, Inc. (“ISS”) published its proxy voting guidelines updates (the “2020 Updates”) for the 2020 proxy season, effective for meetings on or after February 1, 2020. The...more
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
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
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