News & Analysis as of

Proxy Solicitations Proxy Season Corporate Governance

Skadden, Arps, Slate, Meagher & Flom LLP

Activists Say ‘Yes’ to ‘Vote No’ Campaigns in 2025

Withhold campaigns are not new. However, according to Diligent Market Intelligence, 33 distinct activist withhold campaigns took place in the 12 months ended June 30, 2025, up from 23 in the same period of 2023–24 and 24...more

Mayer Brown Free Writings + Perspectives

SEC Proposes To Rescind Recently Adopted Proxy Voting Advice Rules

The US Securities and Exchange Commission (the “SEC” or the “Commission”) proposed changes to the proxy solicitation rules on November 17, 2021. The proposed changes would rescind certain new rules adopted by the SEC in July...more

Mayer Brown Free Writings + Perspectives

SEC Revisiting Applicability of Proxy Rules to Proxy Voting Advice by Advisory Firms

The US Securities and Exchange Commission (SEC) is actively reconsidering its position on the applicability of its proxy rules to proxy voting advice. Background - In July 2020, the SEC adopted amendments to its proxy...more

Fenwick & West LLP

SEC Proxy Voting Guidance Update

Fenwick & West LLP on

In January 2020, Institutional Shareholder Services and the U.S. Securities and Exchange Commission agreed to stay litigation filed by ISS in October challenging the SEC’s interpretation and guidance related to voting...more

King & Spalding

SEC Views Proxy Advice as Solicitation under Federal Proxy Rules

King & Spalding on

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

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Proposes Amendments to the Proxy Rules Regarding Shareholder Proposals and Proxy Voting Advice

On November 5, 2019, the Securities and Exchange Commission (SEC), by 3-2 votes, issued two releases proposing a number of amendments to the federal proxy rules. The first release proposed changes to certain procedural...more

Mayer Brown Free Writings + Perspectives

SEC Issues Guidance on the Application of the Proxy Rules to Voting Advice

With the increased concentration of share ownership by institutional investors over the past several decades, the influence of proxy advisory firms on shareholder votes has grown dramatically, all while the proxy regulatory...more

Troutman Pepper Locke

SEC Clarifies Investment Advisers' Proxy Voting Responsibilities and Application of Proxy Rules to Voting Advice

Troutman Pepper Locke on

On August 21, the Securities and Exchange Commission issued guidance to clarify investment advisers’ fiduciary obligations when voting client proxies. On the same day, the SEC also issued an interpretation of Rule 14a-1(l)...more

Latham & Watkins LLP

The Who, What, When, Where, Why and How of Proxy Supplements and Amendments

Latham & Watkins LLP on

In light of the approaching 2015 annual stockholder meeting season, below is an overview of the essential facts on proxy supplements and proxy amendments or revisions. Determining whether and how to amend proxy material...more

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