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Securities and Exchange Commission (SEC) Proxy Advisory Firms 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

Skadden, Arps, Slate, Meagher & Flom LLP

2024 Compensation Committee Handbook

Overview of Committee Member Responsibilities - Compensation committee (Committee) members’ duties and responsibilities generally are outlined in the Committee’s organizational charter approved by the board of directors...more

Wilson Sonsini Goodrich & Rosati

Preparing for the 2023 Proxy Season

As we enter the 2023 proxy season, there are a number of new regulatory requirements, both technical and substantive, that have been implemented, and many more on the horizon. For example, many companies will need to comply...more

Akin Gump Strauss Hauer & Feld LLP

Proxy Advisory Firms Issue 2023 Voting Guidelines

As companies begin preparing for the 2023 proxy season, we note that Institutional Shareholder Services Inc. (ISS) and Glass Lewis, the leading providers of corporate governance solutions and proxy advisory services, issued...more

Akin Gump Strauss Hauer & Feld LLP

Amendments to Proxy Advisor Rules Become Effective

On September 19, 2022, amendments to the Securities and Exchange Commission (SEC) rules governing proxy solicitations became effective. The amendments, proposed on November 17, 2021, seek to address concerns by investors and...more

Eversheds Sutherland (US) LLP

SEC rescinds 2020 amendments to rules governing proxy advisors

​​​​​​​On July 13, 2022, the Securities and Exchange Commission (SEC) voted to rescind several amendments to its rules governing proxy voting advice (the Final Amendments). The vote reversed some of the key provisions...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Rescinds Certain 2020 Amendments to Rules Governing Proxy Advisors

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

Cooley LLP

A jam-packed Spring 2022 agenda for the SEC

Cooley LLP on

The SEC has posted its Spring 2022 Reg-Flex agenda and it’s crammed with pending and new rulemakings—and they’re all going to be proposed or adopted in October! (Ok, admittedly, that’s an exaggeration, but not much of one.)...more

Bass, Berry & Sims PLC

A Summary of Certain Proxy Advisory Firm and Institutional Investor Board Diversity Policies - 2022

Institutional investors and proxy advisory firms continue developing and refining their policies regarding board diversity. While gender diversity on public company boards has been in focus for some time now, institutional...more

Skadden, Arps, Slate, Meagher & Flom LLP

What Exactly Is an Independent Director? (Hint: It’s More Complicated Than You Think)

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

Skadden, Arps, Slate, Meagher & Flom LLP

Investment Management Update - December 2021

In this issue, we cover regulatory developments impacting the investment management sector, including proposed legislation supported by the Investment Company Institute to address challenges for closed-end funds; the...more

Stinson - Corporate & Securities Law Blog

SEC Proposes Changes to Proxy Advisor Rules

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

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Proposes Rescinding 2020 Amendments to Rules Governing Proxy Advisors

On November 17, 2021, the U.S. Securities and Exchange Commission (SEC), by a 3-2 vote, proposed amendments to the rules governing proxy voting advice businesses (proxy advisors). The amendments would rescind two portions of...more

Cooley LLP

NAM sues SEC over decision not to enforce proxy advisory firm rules

Cooley LLP on

For years, many companies and business lobbies, such as the National Association of Manufacturers, repeatedly raised concerns about proxy advisory firms’ concentrated power and significant influence over corporate elections...more

BCLP

SEC announces re-examination of proxy advisor rules and interpretations

BCLP on

Newly installed Chairman Gary Gensler announced on June 1, 2021 that he is directing the SEC staff to consider whether to revisit its recent actions with respect to proxy voting advice businesses, including: ..The SEC’s...more

Bass, Berry & Sims PLC

A Summary of Certain Proxy Advisory Firm and Institutional Investor Board Diversity Policies

Bass, Berry & Sims PLC on

Institutional investors and proxy advisory firms continue to develop and refine their policies regarding board diversity. While gender diversity on public company boards has been in focus for some time now, institutional...more

Akin Gump Strauss Hauer & Feld LLP

BlackRock and State Street Proxy Voting Guidelines Update

Key Pointss - Large asset managers like BlackRock and State Street have recently published updates to their proxy voting guidelines primarily focusing on diversity and inclusion and climate risk disclosures. -...more

Mintz - Securities & Capital Markets...

How Companies Can Prepare for SEC Proxy Advisor Reform

The SEC’s long-awaited final rules governing voting advice provided by proxy advisory firms such as Institutional Shareholders Service (ISS) and Glass Lewis (the “final rules”) became effective on November 2, 2020. The final...more

Skadden, Arps, Slate, Meagher & Flom LLP

Planning Ahead: Virtual Shareholder Meetings in the 2021 Proxy Season

The COVID-19 pandemic has impacted U.S. public companies in myriad ways. The fact that the traditional proxy season — the period from April through June when a substantial number of public companies hold their annual meetings...more

Perkins Coie

SEC Adopts Amendments to Modernize Shareholder Proposal Rule

Perkins Coie on

The Securities and Exchange Commission on September 23, 2020, adopted final amendments to Rule 14a-8, which governs the process for shareholder proposals submitted for inclusion in a company’s proxy statement. The amendments...more

Troutman Pepper Locke

A Path to ESG Disclosure

Troutman Pepper Locke on

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

Jones Day

SEC Adopts Updates to Proxy Voting Advice Regime

Jones Day on

The Situation: On July 22, 2020, the U.S. Securities and Exchange Commission ("SEC") adopted final rule amendments to regulate proxy voting advice as part of its emphasis on modernizing the proxy process. The final SEC...more

Cooley LLP

Blog: House appropriations bill seeks to hamstring SEC on significant proposals and rules

Cooley LLP on

You might think Congress would be too busy these days—what with a pandemic raging across the U.S., looming economic catastrophe and spiraling unemployment—to worry about the resubmission thresholds for shareholder proposals,...more

BakerHostetler

SEC Approves Proposed Amendments Related to the Regulation of Proxy Advisors

BakerHostetler on

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

Alston & Bird

SEC Approves Proxy Voting Advice Amendments & Investment Adviser Guidance

Alston & Bird on

Our Securities Group analyzes two sets of final rules from the Securities and Exchange Commission that increase the accuracy and transparency of information investors receive from proxy advisory firms and clarify how an...more

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