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Foley Hoag LLP

Reminder: New Say-on-Pay Disclosures for Institutional Investment Managers Now Effective

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The Securities and Exchange Commission (“SEC”) adopted amendments to Form N-PX on November 2, 2022. Previously, Form N-PX applied solely to registered investment companies (i.e., mutual funds, exchange-traded funds and...more

Paul Hastings LLP

Public Company Update: D.C. District Court Rules Proxy Voting Advice Beyond The Scope Of Federal Proxy Rules

Paul Hastings LLP on

On February 23, 2024, the U.S. District Court for the District of Columbia ruled in favor of Institutional Shareholder Services Inc. on the party’s motions for summary judgment, ending a years long dispute over whether proxy...more

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

Allen Matkins

May Directors Vote By Proxy?

Allen Matkins on

Neither California's nor Delaware's General Corporation Law expressly prohibits directors from being represented by proxy at board meetings.   However, it appears to have been well settled in Delaware since at least 1915 that...more

WilmerHale

Proxy Advisory Firm Policy Updates for the 2023 Proxy Season

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In preparation for the 2023 proxy season, proxy advisory firms Glass Lewis and Institutional Shareholder Services (ISS) announced updates to their voting guidelines for investors, effective on January 1, 2023, and February 1,...more

Skadden, Arps, Slate, Meagher & Flom LLP

Lessons From the First Few Contests Under the Universal Proxy Rules, and the Outlook for 2023

The Securities and Exchange Commission’s (SEC’s) new universal proxy rules, which took effect for meetings after August 31, 2022, require the use of “universal” proxy cards in all director election contests, except for...more

K&L Gates LLP

SEC Finalizes Expanded Proxy Voting Reporting and New Say-On-Pay Reporting Requirements

K&L Gates LLP on

On 2 November 2022, by a vote of 3-2 (with Commissioners Hester Peirce and Mark Uyeda objecting), the Securities and Exchange Commission (SEC) adopted, substantially as proposed in September 2021, final form and rule...more

K&L Gates LLP

SEC Adopts Final Rule Requiring Additional Proxy Voting Disclosures

K&L Gates LLP on

On 2 November 2022, the U.S. Securities and Exchange Commission (SEC) voted 3–2, along party lines, to adopt a final rule and form amendments (together, the Final Rule) that would require additional disclosure on Form N-PX...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

Foley & Lardner LLP

SEC Adopts Amendments to Proxy Voting Advice Regulations

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On July 13, 2022, the Securities and Exchange Commission (the “SEC”) finalized rule amendments (the “Amendments”), proposed in November 2021, updating regulations governing proxy voting advice. The Amendments, approved by the...more

Woodruff Sawyer

SEC Adopts Amendments to Its Own Rules Regulating Proxy Advisory Firms

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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

Alston & Bird

SEC Adopts Amendments to Proxy Adviser Rules

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Our Securities Group examines how the Securities and Exchange Commission has rescinded a pair of Trump Administration rules that affected proxy advisory firms’ ability to deliver timely advice to their clients....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

Nelson Mullins Riley & Scarborough LLP

SEC Adopts Amendments to Proxy Voting Advice Rules

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

Goodwin

SEC Adopts Amendments to Rules Governing Proxy Voting Advice

Goodwin on

The 2022 Amendments have removed the requirements that call for proxy advisory firms claiming an exemption from proxy filing rules for solicitations to provide their proxy voting advice to subject companies and provide their...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Rescinds Certain 2020 Amendments to Rules Governing Proxy Advisors

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

Allen Matkins

Vice Chancellor Laster Finds Choice Of California Law In Proxy To Be "Facially Valid"

Allen Matkins on

Over a decade ago, I posited the following question:  "Should a proxy card specify a choice of law?"  In a recently issued ruling, Vice Chancellor J. Travis Laster noted in the following lengthy footnote that choice of law...more

Perkins Coie

Preparing for the 2022 Public Company Reporting Season

Perkins Coie on

During 2021, the U.S. Securities and Exchange Commission (SEC) adopted rule changes and provided public companies with useful guidance on various topics. In December, Institutional Shareholder Services (ISS) released its...more

Morrison & Foerster LLP

U.S. SEC Adopts Universal Proxy Card Rules

Morrison & Foerster LLP on

On November 17, 2021, the U.S. Securities and Exchange Commission (the SEC) adopted amendments to the proxy rules to require (and implement) the use of a universal proxy card in proxy contests for most SEC-registered...more

Fenwick & West LLP

SEC Adopts News Rules for Proxy Voting in Contested Elections

Fenwick & West LLP on

On November 17, 2021, the U.S. Securities and Exchange Commission adopted rules requiring the use of universal proxy cards in contested director elections as discussed in Release No. 34-93596 (the Adopting Release). Universal...more

Cooley LLP

SEC proposes to undo key provisions of 2020 proxy advisory firm rules

Cooley LLP on

[This post revises and updates my earlier post primarily to reflect the contents of the proposing release.] - At an open meeting on November 17, the SEC voted, three to two, to propose amendments to the proxy rules that...more

Alston & Bird

SEC Proposes Amendments to Rules Governing Proxy Voting Advice

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Our Securities Group explains how the Securities and Exchange Commission is reassessing a pair of 2020 rules that directly affected how proxy advisory firms could timely deliver independent proxy voting advice to their...more

Vinson & Elkins LLP

The SEC Sets the Pendulum Swinging With Proposed Proxy Advice Amendments

Vinson & Elkins LLP on

On Wednesday, November 17, 2021, the SEC proposed rule amendments to the rules governing proxy voting advice that would rescind significant portions of the two rules applicable to proxy voting advice that were adopted by the...more

Wilson Sonsini Goodrich & Rosati

SEC Requires Use of Universal Proxy Cards in Proxy Contests

On November 17, 2021, the Securities and Exchange Commission (SEC) adopted rules that will require the use of a single "universal" proxy card in connection with most contested elections of directors. These rules, which have...more

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