News & Analysis as of

Securities and Exchange Commission (SEC) Proxy Advisory Firms Proxy Season

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

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

Cooley LLP

NAM celebrates victory over SEC on non-enforcement of proxy advisory firm rules—what did it really win?

Cooley LLP on

Last week, in an action by the National Association of Manufacturers against the SEC and Chair Gary Gensler, the U.S. District Court for the Western District of Texas held that the SEC violated the Administrative Procedure...more

Goodwin

SEC Adopts Amendments to Rules Governing Proxy Voting Advice

Goodwin on

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

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

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

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

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

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

Goodwin

Financial Services Weekly: Amendments To SEC Proxy Solicitation Rules Approved By A 3-1 Vote

Goodwin on

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

Troutman Pepper Locke

SEC Adopts Amendments to Provide Investors More Information on Proxy Voting Advice

Troutman Pepper Locke on

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

Troutman Pepper Locke

SEC Adopts Rules for Proxy Voting Advisory Firms, Issues Supplemental Guidance for Investment Advisors

Troutman Pepper Locke on

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

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

Wilson Sonsini Goodrich & Rosati

Preparing for the 2020 Reporting Season

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

Fenwick & West LLP

SEC Proposes Rules Targeting Proxy Advisory Firms

Fenwick & West LLP on

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

Akin Gump Strauss Hauer & Feld LLP

SEC Proposes Amendments to Procedures and Ownership and Resubmission Thresholds for Shareholder Proposals Under Rule 14a-8

On November 5, 2019, the Securities and Exchange Commission (SEC) proposed amendments to Securities Exchange Act Rule 14a-8, which requires a public company to include shareholder proposals in the company’s own proxy...more

A&O Shearman

2020 Proxy Season – Quick Reference Guide

A&O Shearman on

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

Wilson Sonsini Goodrich & Rosati

SEC Proposes Amendments to Rules Relating to Proxy Voting Advice and Shareholder Proposals

At an open meeting on November 5, 2019, the U.S. Securities and Exchange Commission (SEC) voted to propose amendments to 1) the exemptions from “solicitation” relied upon by proxy advisory firms and 2) certain of the...more

McDermott Will & Schulte

Capital Markets & Public Companies Quarterly: Changes to SEC Review of Shareholder Proposals, Expansion of Testing-the-Waters,...

McDermott Will & Schulte on

In the third quarter of 2019, the SEC Staff announced major changes to the standard no-action request review and response process relating to shareholder proposals. In addition, the SEC expanded the availability of...more

White & Case LLP

SEC Issues Guidance on Proxy Advisory Firms

White & Case LLP on

On August 21, 2019, the Securities and Exchange Commission (“SEC”), in response to increasing concerns that proxy advisory firms hold excessive sway over voting results, issued guidance (the “2019 Advisor Guidance”)  that...more

A&O Shearman

A First Strike On Proxy Advisory Firms? SEC Interpretive Guidance On Proxy Advisory Firms And Proxy Voting Responsibilities Of...

A&O Shearman on

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

Proskauer Rose LLP

SEC Identifies Policies, Procedures and Disclosures Related to Registered Investment Advisers’ Proxy Voting Responsibilities and...

Proskauer Rose LLP on

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

28 Results
 / 
View per page
Page: of 2

"My best business intelligence, in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:
*By using the service, you signify your acceptance of JD Supra's Privacy Policy.
- hide
- hide