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Fenwick & West LLP

Proxy Voting Advisory Firms Address Severance Payments, Cybersecurity Risk Ownership and Share Ownership Guidelines in Updates to...

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Institutional Shareholder Services (ISS) and Glass Lewis, the leading proxy voting advisory firms in the United States, have announced updates and clarifications for their voting guidelines for the U.S. market for the 2024...more

Wilson Sonsini Goodrich & Rosati

ISS Releases 2024 Benchmark Policy Updates

On December 19, 2023, ISS Governance announced updates to its 2024 benchmark proxy voting policies. The full text of the updated benchmark policies for 2024 should be available later this month and will generally apply to...more

Stikeman Elliott LLP

ISS Governance Announces Proposed Benchmark Policy Changes for 2024

Stikeman Elliott LLP on

On November 21, 2023, Institutional Shareholder Services (“ISS”) Governance announced proposed changes to its benchmark voting policy for 2024 (the “Proposed Changes”). To ensure that a broad range of perspectives is...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

Wilson Sonsini Goodrich & Rosati

Preparing for the 2023 Proxy Season

As we enter the 2023 proxy season, there are a number of new regulatory requirements, both technical and substantive, that have been implemented, and many more on the horizon. For example, many companies will need to comply...more

White & Case LLP

Proxy Advisory Firms Issue 2023 Voting Guidelines

White & Case LLP on

Institutional Shareholder Services ("ISS") and Glass Lewis & Co. LLC ("Glass Lewis"), the two major proxy advisory firms, recently issued their updated proxy voting guidelines for the 2023 proxy season. These policy updates...more

Wilson Sonsini Goodrich & Rosati

Glass Lewis and ISS Issue 2023 Updates

On November 17, 2022, Glass Lewis released its 2023 U.S. Policy Guidelines (U.S. Guidelines) and its 2023 ESG Initiatives Policy Guidelines (ESG Guidelines), effective for shareholder meetings on or after January 1, 2023. On...more

Keating Muething & Klekamp PLL

Securities Snapshot: 3rd Quarter - All About the Proxy: Keating Muething & Klekamp PLL

During the third quarter of 2022, the SEC amended rules governing proxy voting advice, proposed amendments to shareholder proposal regulation, and adopted its long-awaited final pay versus performance disclosure rules (a...more

Orrick, Herrington & Sutcliffe LLP

Going Beyond Climate: A Closer Look at Environmental Proposals

ESG-related shareholder proposals featured prominently in the most recent proxy season, with nearly 40% of large-cap public companies facing a shareholder vote on ESG topics over the first half of 2022. As introduced in an...more

Stikeman Elliott LLP

CBCA Amendments Take Effect August 31, 2022

Stikeman Elliott LLP on

Amendments to the Canada Business Corporations Act (CBCA) that impose majority voting requirements, annual director terms, a prohibition on slate voting and a change to the period during which shareholders must deliver...more

K&L Gates LLP

Déjà Vu All Over Again: SEC Reverses 2020 Proxy Rules Changes and Proposes Shareholder Proposal Rule Changes

K&L Gates LLP on

U.S. Securities and Exchange Commission (SEC) Chair Gary Gensler has had a very active regulatory agenda that has invited a lot of controversy due to both its ambitious scope and the speed of implementation. While there are...more

WilmerHale

SEC Revisits Shareholder Proposal Rule

WilmerHale on

The Securities and Exchange Commission recently revisited two proxy-related matters by (a) adopting amendments to the proxy rules governing proxy voting advice and (b) proposing amendments to the shareholder proposal rule in...more

White & Case LLP

ISS and Glass Lewis Issue 2022 Updates: Top Six Key Policy Changes and Take-Aways

White & Case LLP on

In the past few weeks, both major proxy advisory firms, Institutional Shareholder Services ("ISS") and Glass Lewis & Co. LLC ("Glass Lewis"), have issued their updated proxy voting guidelines for the 2022 proxy season. These...more

BCLP

SEC Approves Universal Proxy Card Rules; Proposes to Rescind Portions of July 2020 Amendments to Proxy Advisor Rules

BCLP on

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

Dorsey & Whitney LLP

SEC Requires Universal Proxy Cards for Contested Director Elections, Amends Other Proxy Disclosure Requirements for All Director...

Dorsey & Whitney LLP on

As expected, the SEC has adopted final rules requiring the use of universal proxy cards in shareholder meetings involving non-exempt contested director elections held after August 31, 2022. In addition, certain amendments...more

Allen Matkins

The SEC Has A Rule For That (Sort Of) . . .

Allen Matkins on

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

Allen Matkins

Who Exactly Is Soliciting Proxies?

Allen Matkins on

On Monday, John Jenkins at Deallawyers.com wrote about a recent Delaware Court of Chancery decision finding that as alleged, "the Director Defendants’ decisions to delegate the Proxy to the Conflicted Officer Defendants and...more

Morrison & Foerster LLP

ISS Provides A Roadmap For The 2021 Proxy Season

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Institutional Shareholder Services (ISS) has recently provided guidance outlining its approach to proxy voting advice for the 2021 proxy season. ISS adopted updates to its Benchmark Proxy Voting Guidelines (Voting Policy),...more

Wilson Sonsini Goodrich & Rosati

ISS Publishes Proposed Benchmark Policy Changes for 2021

On October 14, 2020, Institutional Shareholder Services Inc. (ISS) published for comment its proposed voting policy changes for the 2021 proxy season. If adopted, these policy changes would generally apply to meetings that...more

Perkins Coie

SEC Adopts Amendments to Modernize Shareholder Proposal Rule

Perkins Coie on

The Securities and Exchange Commission on September 23, 2020, adopted final amendments to Rule 14a-8, which governs the process for shareholder proposals submitted for inclusion in a company’s proxy statement. The amendments...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

Bennett Jones LLP

2020 ISS and Glass Lewis Updates to Canadian Proxy Voting Guidelines

Bennett Jones LLP on

Institutional Shareholder Services ("ISS") and Glass, Lewis & Co ("Glass Lewis") have both released their updates to their respective Canadian proxy voting guidelines for the 2020 proxy season. The ISS updates apply to...more

Jones Day

SEC Proposes Updates to Shareholder Proposal Rules and Proxy Voting Advice Regime

Jones Day on

The Situation: As part of the U.S. Securities and Exchange Commission's ("SEC") continued focus on reforming the proxy process, the SEC proposed new amendments to modernize the shareholder proposal rule, Rule 14a-8 of the...more

Vedder Price

Investment Services Regulatory Update - November 2019

Vedder Price on

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

Morrison & Foerster LLP

SEC Proposes Rule Changes Addressing Proxy Advisory Firms and Shareholder Proposals

Morrison & Foerster LLP on

On November 5, 2019, the U.S. Securities and Exchange Commission (the “SEC”) proposed two sets of rule amendments that, if adopted, would play a prominent role in guiding the manner in which companies, shareholders, and proxy...more

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