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Ropes & Gray LLP

Capital Markets & Governance Insights - January 2025

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Companies should not minimize the extent of a material cybersecurity incident by omitting material facts regarding the scope and potential impact of the incident. Cybersecurity risk factor disclosures should be tailored to a...more

Herbert Smith Freehills Kramer

Diversity in the Boardroom: Nasdaq’s Diversity Disclosure Rules Struck Down by En Banc Fifth Circuit Court of Appeals

In what will likely mark the final outcome, the U.S. Court of Appeals for the Fifth Circuit, sitting en banc, struck down the Nasdaq Stock Market’s diversity-disclosure framework on Dec. 11, 2024. The Nasdaq rules issue —...more

Snell & Wilmer

SEC Reporting Update - December 2024

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Insider Trading Policies. As previously discussed in our Winter 2022-2023 Corporate Communicator, the Securities and Exchange Commission (“SEC”) adopted final rules in December 2022 relating to insider trading policy...more

A&O Shearman

Preparing for the 2025 proxy season

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This guide discusses important themes from the 2024 proxy season and developing trends we are monitoring for 2025. It also includes a “housekeeping checklist” designed to assist you as you prepare your proxy statement. For...more

Orrick, Herrington & Sutcliffe LLP

Fifth Circuit Strikes Down Nasdaq Board Diversity Rules

The U.S. Court of Appeals for the Fifth Circuit vacated the SEC’s approval of Nasdaq’s board diversity rules. Consequently, Nasdaq-listed companies are no longer required to satisfy Nasdaq’s “comply or explain” director...more

Davies Ward Phillips & Vineberg LLP

Governance Insights: A Review of Shareholder Activism in Canada for 2024: Key Decisions and Trends to Watch for in 2025

Despite a strong start to the year, activist activity in Canada in 2024 tapered to pre-pandemic levels. This reversion to more historic annual totals follows a notable resurgence of shareholder demands directed at Canadian...more

Foley & Lardner LLP

Unlocking the Power of Equity-Based Incentive Compensation: Special Considerations for Publicly-Traded Companies

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This article is the seventh and final in our series on equity-based compensation. It will provide an overview of special considerations for publicly-traded companies when granting equity awards, including the impact of proxy...more

Morrison & Foerster LLP

Top 5 SEC Enforcement Developments for June 2024

Each month, we publish a roundup of the most important SEC enforcement developments for busy in-house lawyers and compliance professionals. This month, we examine: •The Supreme Court’s Jarkesy decision and its impact on the...more

Proskauer - Employee Benefits & Executive...

Glass Lewis and ISS Announce Updates For 2024 Proxy Season

Glass Lewis (“GL”) recently released its annual Benchmark Policy Guidelines for 2024.  This update makes several changes to how the proxy advisory firm will evaluate company policies related to executive compensation. ...more

Venable LLP

ISS and Glass Lewis Release Proxy Voting Policy Changes for 2024

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On December 19, 2023, Institutional Shareholder Services Inc. (“ISS”) released its updates to its Proxy Voting Guidelines. Somewhat unusually, ISS made only one change to its voting recommendation policies for U.S. public...more

Snell & Wilmer

Corporate Communicator - 2024 Annual Meeting Season

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Clawback Rules. As previously discussed in last Winter’s Corporate Communicator, the Securities and Exchange Commission (“SEC") adopted final rules in October 2022 directing the NYSE and Nasdaq to adopt listing standards that...more

Cooley LLP

ISS and Glass Lewis Update 2024 Proxy Voting Policies

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Institutional Shareholder Services (ISS) and Glass Lewis, the two most influential proxy advisory firms, recently released updates to their voting policies for the 2024 proxy season. The ISS US policy update will apply for...more

Bass, Berry & Sims PLC

[Webinar] 5th Annual Corporate & Securities Counsel Public Company Forum - December 12th, 11:00 am - 3:00 pm CST

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Please join us for our 5th Annual Corporate & Securities Counsel Public Company Forum. This virtual half-day program will feature panel discussions focused on timely and practical guidance related to the latest developments...more

Cooley LLP

In Fifth Circuit oral argument, SEC faces challenge to preserve 2022 changes to proxy advisor rules

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In December last year, the Federal District Court for the Western District of Texas issued an Order granting summary judgment to the SEC and Chair Gary Gensler and denying summary judgment to the National Association of...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

Akin Gump Strauss Hauer & Feld LLP

Proxy Advisory Firms Issue 2023 Voting Guidelines

As companies begin preparing for the 2023 proxy season, we note that Institutional Shareholder Services Inc. (ISS) and Glass Lewis, the leading providers of corporate governance solutions and proxy advisory services, issued...more

Latham & Watkins LLP

Key Compensation Items for the 2023 Proxy Season and Beyond - January 2023

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Each year brings new executive compensation rules and considerations, whether based on Securities and Exchange Commission (SEC) rules, developments under the Internal Revenue Code, litigation trends, institutional adviser...more

Orrick, Herrington & Sutcliffe LLP

Considerations for Company Insiders When Contemplating Pledging Shares

For many insiders at a newly formed public company, a large portion of their net worth is potentially tied up in holdings of their company’s publicly-traded shares. These insiders often face challenges obtaining liquidity...more

Proskauer - Employee Benefits & Executive...

Proxy Season Greetings: ISS and Glass Lewis Announce Policy Updates Ahead of the 2023 Proxy Season

Proxy advisory firms Institutional Shareholder Services (“ISS”) and Glass Lewis (“GL”) each published their annual policy updates for 2023, which updates made certain changes relating to executive compensation. As a general...more

Fenwick & West LLP

Proxy Advisors Update Voting Guidelines for 2023 Focusing on Board Diversity, Officer Exculpation and ESG Oversight

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Institutional Shareholder Services (ISS) and Glass Lewis, the leading proxy advisors in the United States, have announced updates and clarifications for their voting guidelines for the 2023 proxy season. Their voting...more

Goodwin

SEC Adopts Amendments to Rules Governing Proxy Voting Advice

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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

BCLP

That was quick! SEC reverses key elements of 2020 amendments to rules for ISS, Glass Lewis and other proxy advisors

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As discussed in our July 24, 2020 client alert, the SEC amended the proxy rules to establish a framework for proxy advisors such as ISS and Glass Lewis to remain exempt from proxy rule information and filing requirements....more

Skadden, Arps, Slate, Meagher & Flom LLP

Activism Landscape Continues To Evolve

Takeaways - ESG activist campaigners are likely to continue asserting themselves. Companies that have merged with SPACs and whose stock prices have slumped will be at risk for activist pressure. Watch for more activist...more

Herbert Smith Freehills Kramer

ESG Voting Policy Updates for the 2022 Proxy Season

This client alert provides an overview of recent key updates on environmental, social and governance (ESG) matters from the leading proxy advisory firms and major institutional investors. We also address updated guidance by...more

BCLP

2022 Proxy Season - More Quick Hits

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In our November 2, 2021 blog post, we highlighted a number of considerations for the 2022 proxy season. Based on recent developments, the following are some additional items...more

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