The Informed Board Podcast | Pass-Through Voting: Empowering Shareholders or Increasing the Influence of Proxy Advisors?
ERISA Plan Fiduciaries’ Proxy Voting: Regulatory Updates
What are ISS and Glass Lewis and Why Should My Bank Care?
The Missouri Attorney-General, Republican Andrew Bailey, recently announced an investigation into the two principal proxy advisory firms for potential violations of Missouri law “related to their promotion of radical...more
A group of 22 AGs wrote a letter to proxy advisory firms International Shareholder Services, Inc. (ISS) and Glass, Lewis & Co. accusing the companies of potentially violating federal and state laws regarding the advice and...more
On July 13, 2022, the Securities and Exchange Commission (the “SEC”) adopted amendments to its rules governing proxy voting. In addition to rescinding rules applicable to third-party proxy voting advice businesses (“proxy...more
Takeaways - Independence is neither a fixed condition nor a universal status for all purposes. Events and relationships can disqualify an otherwise independent director from participating in decisions.. No matter how pure a...more
On 4 September 2020, the U.S. Department of Labor (DOL) published a new proposed rule on “Fiduciary Duties Regarding Proxy Voting and Shareholder Rights” (the Proposal)....more
On July 22, 2020, the Securities and Exchange Commission (SEC) amended its proxy solicitation rules regarding proxy advisers. In general, these amendments codify the SEC’s position that proxy adviser’s voting advice...more
Corporate Governance and Securities Law Developments - Directors Can Be Held Liable for Failure to Oversee “Mission Critical” Regulatory Compliance - On October 1, the Delaware Court of Chancery refused to dismiss a...more
The Background: The Securities and Exchange Commission ("SEC") published guidance affecting proxy advisory firms and the investment advisers that rely on them as a follow-up to its November 2018 proxy process roundtable. ...more
On August 21, 2019, the Securities and Exchange Commission (SEC) voted 3 to 2 to adopt new interpretive guidance (the “Voting Interpretation”) applicable to investment advisers regarding their proxy voting responsibilities as...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
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
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
In an October 1st decision (In re Zale Corporation), the Delaware Chancery Court dismissed claims that Zale Corporation’s directors breached their fiduciary duties in connection with Zale’s agreement to merge with Signet. ...more
In This Issue: - IN THE SPOTLIGHT ..Standard CGL Policy Form Adds Data Breach Coverage Exclusion - LIFE INSURANCE ..Class Claims Against Lincoln National Barred in Section 419 Action – Again ...more
During 2013 shareholder activism continued to surge and impact corporate-decision making. The Delaware courts also handed down several significant rulings during the year. ...more