ERISA Plan Fiduciaries’ Proxy Voting: Regulatory Updates
What are ISS and Glass Lewis and Why Should My Bank Care?
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
The U.S. Securities and Exchange Commission on July 22, 2020, adopted amendments tightening regulation of proxy voting advice from proxy advisory firms (Release No. 34-89372). The final rule implements additional regulations...more
In January 2020, Institutional Shareholder Services and the U.S. Securities and Exchange Commission agreed to stay litigation filed by ISS in October challenging the SEC’s interpretation and guidance related to voting...more
Preparations for annual reporting on Form 10-K and the 2020 proxy season have begun in earnest for many companies. We have summarized certain governance and disclosure developments that should be considered in the course of...more
Caremark Developments -- Do You Know What You Don’t Know? In 1996, the Delaware courts created what has become known as a Caremark claim: an allegation that directors failed to exercise oversight of the organization....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
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
On October 16 the SEC's Division of Corporation Finance issued Staff Legal Bulletin No. 14K (CF) (SLB 14K) to provide updated guidance on the application of the "ordinary business" exception to a company's obligation under...more
On August 21, 2019, the Securities and Exchange Commission (“SEC”), in response to increasing concerns that proxy advisory firms hold excessive sway over voting results, issued guidance (the “2019 Advisor Guidance”) that...more
The SEC adopted Guidance that discusses, among other matters, the ability of investment advisers to establish a variety of different voting arrangements with their clients and matters they should consider when they use the...more
OPEN MEETING OUTCOME - At an Open Meeting on August 21, 2019, the Securities and Exchange Commission (the “Commission” or “SEC”) voted three to two in favor of publishing guidance (the “Guidance”) addressing the...more
On August 21, a sharply divided Securities and Exchange Commission (SEC) issued two interpretive releases addressing the proxy voting obligations of investment advisers and the obligations of proxy advisory firms....more
The United States Securities and Exchange Commission (SEC) recently issued guidance on the applicability of certain U.S. proxy rules to voting advice given by proxy advisory firms, such as ISS and Glass Lewis. This initiative...more
On August 21, 2019, in a 3-2 vote, the US Securities and Exchange Commission (SEC) voted in favor of publishing guidance (guidance) regarding the proxy voting responsibilities of investment advisers (IAs). The guidance,...more
On August 21, 2019, the Securities and Exchange Commission (the “SEC”) issued guidance relating to the proxy voting responsibilities of investment advisers (the “Proxy Voting Guidance”). This guidance follows the SEC’s...more
The U.S. Securities and Exchange Commission (SEC) held an open meeting on August 21, 2019, (the Open Meeting) and approved two items: (1) guidance regarding the proxy voting responsibilities of investment advisers under the...more
Last week, the U.S. Securities and Exchange Commission (“SEC”) approved interpretative guidance relating to (i) the application of proxy rules to proxy advisory firms and (ii) the fiduciary role of investment advisers within...more
At an open meeting held on August 21, 2019 (the “Meeting”), the Commissioners of the Securities and Exchange Commission (SEC) issued guidance (the “Guidance”), by a 3-2 vote, to assist investment advisers when conducting...more
Following a 3-2 vote last week, the Securities and Exchange Commission has released two pieces of guidance related to the proxy voting process: ..Commission Guidance Regarding Proxy Voting Responsibilities of Investment...more
Possibly signaling the future direction of regulation of proxy advisers, the U.S. Securities and Exchange Commission (SEC) on Aug. 21 issued two sets of interpretive guidance, one regarding proxy advisory firms under the...more
With the increased concentration of share ownership by institutional investors over the past several decades, the influence of proxy advisory firms on shareholder votes has grown dramatically, all while the proxy regulatory...more
On August 21, the Securities and Exchange Commission issued guidance to clarify investment advisers’ fiduciary obligations when voting client proxies. On the same day, the SEC also issued an interpretation of Rule 14a-1(l)...more
On Aug. 21, 2019, the Securities and Exchange Commission (the SEC) voted 3–2 to publish new guidance on the proxy voting responsibilities of investment advisers under Rule 206(4)-6 under the Investment Advisers Act of 1940...more
At an open meeting on August 21, 2019, the SEC voted (three to two) to publish guidance aimed at addressing some of the long-simmering controversy surrounding the reliance by investment advisers on proxy advisory firms. Do...more
The SEC provided guidance to assist investment advisers in fulfilling their proxy voting responsibilities. The guidance discusses, among other matters, the ability of investment advisers to establish a variety of different...more