ESG and SEC Enforcement in 2022
Videocast: Asset management regulation in 2020 videocast series – Advisers Act regulatory agenda
Videocast: Asset management regulation in 2020 videocast series – DOL: What’s ahead
ERISA Plan Fiduciaries’ Proxy Voting: Regulatory Updates
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
Institutional Shareholder Services (ISS) and Glass Lewis, the leading proxy voting advisory firms in the United States, have announced updates and clarifications for their voting guidelines for the U.S. market for the 2024...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
Over a decade ago, I posited the following question: "Should a proxy card specify a choice of law?" In a recently issued ruling, Vice Chancellor J. Travis Laster noted in the following lengthy footnote that choice of law...more
Regardless of your view of the efficacy of ESG disclosure for publicly-traded companies, investors increasingly are insisting on it, and the advisors that can profit from it the most – proxy advisory firms, large accounting...more
In This Issue. The Securities and Exchange Commission (SEC) finalized amendments to its proxy solicitation rules that will modify the practices of proxy advisory firms, providing them with greater transparency and...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
On July 22, 2020, the SEC adopted final rules on the application of its proxy solicitation rules to proxy voting advisors. Among other things, the new rules will, for practical purposes, require these proxy advisory firms –...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
In preparation for the upcoming proxy season, issuers should familiarize themselves with the Canadian proxy voting guidelines recently published by Institutional Shareholder Services Inc. (ISS) and Glass Lewis & Co. (Glass...more
With the 2020 reporting season just around the corner, there are several compliance “musts” to focus on, as well as items that can be addressed in the remainder of 2019 to make 2020 a little easier....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
Board Oversight Disclosure. Over the past several years, companies have increasingly used their proxy statements to communicate how their boards have exercised oversight over key matters. We expect this trend to accelerate in...more
As part of its overall review of how the federal proxy rules apply to proxy voting advice by proxy advisory firms, the Securities and Exchange Commission (SEC) published two interpretive releases in August 2019, aimed at...more
On August 21, 2019, the Securities and Exchange Commission issued two interpretive releases involving proxy voting and proxy voting advice. In the first release, the SEC provided guidance regarding the responsibilities of...more
In two related releases issued on August 21, the SEC updated its guidance and interpretations to heighten the scrutiny given to the voting recommendations made by proxy advisory firms such as Institutional Shareholder...more
On August 21, 2019, the Securities and Exchange Commission (SEC), by a 3-2 vote, issued two separate releases providing interpretive guidance relating to the proxy voting process. One release addresses the proxy voting...more