ERISA Plan Fiduciaries’ Proxy Voting: Regulatory Updates
On June 20, 2025, Gov. Greg Abbott (R-TX) signed SB 2337, a new law that significantly alters the landscape for proxy advisory firms (e.g., Glass Lewis and Institutional Shareholder Service (ISS)) providing services to...more
Is it ok for an agency to change its mind? Well that depends. If the agency was “arbitrary and capricious” in failing to provide an adequate explanation to justify its change, a court may well vacate that about-face. At...more
On February 23, 2024, the U.S. District Court for the District of Columbia, in a case dating back to 2019, vacated certain SEC rule amendments regarding proxy advisory firms, holding that “the SEC acted contrary to law and in...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
[This post revises and updates my earlier post primarily to reflect the contents of the proposing release.] At an open meeting last week, the SEC voted, three to two, to adopt new amendments to the rules regarding proxy...more
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
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
[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
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
The U.S. Securities and Exchange Commission (the “SEC”) recently adopted amendments to the proxy rules to address proxy voting advice provided by proxy advisory firms such as Institutional Shareholder Services (“ISS”) and...more
The Securities and Exchange Commission (SEC) has approved in a 3-1 vote the long-debated proxy advisory firm reforms proposed on Nov. 5, 2019. ...more
On July 22, 2020, the Securities and Exchange Commission (SEC) adopted amendments to its proxy rules addressing proxy voting advice provided by proxy advisory firms, such as ISS and Glass Lewis. The amendments were originally...more
On July 22, the U.S. Securities and Exchange Commission (SEC) voted to adopt amendments (Amendments) to certain of its rules governing proxy solicitations under the Securities Exchange Act of 1934 (Exchange Act). The...more
The nation’s largest shareholder advisory firm, Institutional Shareholder Services Inc. (“ISS”), recently filed suit against the SEC over new guidelines meant to give investors more transparency into how proxy advisory firms...more
The U.S. Securities and Exchange Commission has proposed amendments to the proxy solicitation rules, directly targeting proxy advisory firms (Release No. 34-87457). Consistent with the updated interpretative guidance the SEC...more
This newsletter discusses noteworthy updates, key regulatory decisions and upcoming compliance reminders. In this edition, we review: ...SEC Changes Approach to Shareholder Proposal No-Action Requests ...SEC Issues...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