What are ISS and Glass Lewis and Why Should My Bank Care?
On July 1, 2025, the U.S. Court of Appeals for the District of Columbia Circuit ended more than five years of uncertainty and confusion by ruling that proxy voting advice issued by proxy advisors is not a “solicitation” under...more
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
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
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
As we near June 30, 2023, companies are advised to get a jump start on disclosure changes and possible updates to upcoming Form 10-Qs (or Form 10-Ks in the case of non-calendar year companies). The SEC recently updated the...more
In 2019, the SEC proposed changes to its proxy advisor rules (the “2019 Proposed Rules”). Later the SEC adopted final rules regarding proxy voting advice (the “2020 Final Rules”) provided by proxy advisory firms, or proxy...more
On July 22, 2020, during an open meeting, the Securities and Exchange Commission (SEC) voted 3 to 1 to adopt amendments to the securities rules governing proxy solicitations. The amendments are designed to increase...more