ESG and SEC Enforcement in 2022
Videocast: Asset management regulation in 2020 videocast series – Advisers Act regulatory agenda
Videocast: Asset management regulation in 2020 videocast series – DOL: What’s ahead
ERISA Plan Fiduciaries’ Proxy Voting: Regulatory Updates
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
Welcome to the latest edition of Fenwick’s Securities Law Update. This issue contains updates and important reminders on...more
Institutional Shareholder Services (ISS) and Glass Lewis, two leading proxy advisory firms, recently announced updates to their U.S. proxy voting policies in advance of the 2025 proxy and annual meeting season. Public...more
Welcome to the Corporate Briefing, where we review the latest developments in UK corporate law that you need to know about. In this month’s issue we discuss...more
In preparation for the upcoming 2025 proxy season, issuers should familiarize themselves with the updated Canadian proxy voting guidelines recently published by Institutional Shareholder Services Inc. (ISS) and Glass, Lewis &...more
Over the last five years, stockholder activism has undergone significant transformation, shaped by changing market conditions, regulatory developments, and evolving societal expectations. Activism has continued to spread...more
Summary of June 2024 Annual General Shareholder Meeting Season Shareholder Proposals - - While the total number of shareholder proposals is comparable to the June 2023 general meeting season, the number of companies...more
Join us for the next KPMG Board Leadership Center quarterly webcast as we discuss trends from the proxy season. Topics - A look at proxy voting trends and outcomes - The board’s story and corporate disclosure -...more
Starting off the new year, consultant Semler Brossy’s latest report analyzes proxy results for 2023 among the S&P 500 and the Russell 3000, including votes on say on pay, environmental and social shareholder proposals,...more
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
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
Broadly considered, stockholder activism has been a significant phenomenon among the largest U.S. public companies, with activists of a variety of stripes waging campaigns on a wide range of issues including in the form of...more
In this V&E+ interview, Lawrence and Patrick share their thoughts on the 2023 proxy season, peacetime preparation for activism defense, and the HBO show that no one could seem to stop talking about....more
Following a brief decline during the pandemic, shareholder activism in the US rebounded to pre-pandemic levels in 2022 despite—or perhaps because of—volatile markets, depressed share prices and macro-economic uncertainty....more
Shareholder meetings held this year are subject to new rules that require both companies and activist shareholders to use “universal” proxy cards in contested board elections. Until now, the company and the dissident...more
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
The 2023 proxy season is just around the corner. This quick reference guide, which is intended to supplement Shearman & Sterling’s 20th Annual Corporate Governance & Executive Compensation Survey, summarizes themes from the...more
The number of shareholder proposals made by activist shareholders, votes against management proposals and the number of publicly listed companies facing shareholder proposal continues its upward trend....more
On November 15, 2022, Skadden held a webinar titled “Preparing for the 2023 Shareholder Proposal Season.” The panelists were Gianna McCarthy, Director of Corporate Governance for the New York State Common Retirement Fund (NYS...more
This comprehensive report includes five-year trend data, covering the 2018-2022 proxy seasons, for annual meeting participation, director elections, say-on-pay and other proposals among the technology and life sciences...more
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
The Securities and Exchange Commission (SEC) recently adopted, in a 3-2 vote, rule and form amendments impacting proxy disclosures reporting on Form N-PX (the “amendments”). The amendments that are applicable to mutual...more
As discussed in our November 17, 2021 post, management of public companies are required to use universal proxy cards for shareholder meetings involving most election contests held after August 31, 2022. This means that both...more
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
On July 13, 2022, the Securities and Exchange Commission ("SEC") proposed amendments to Rule 14a-8 of the Securities Exchange Act of 1934, the shareholder proposal rule.1 The proposed amendments would revise three of the...more