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Proxy Advisors

Latham & Watkins LLP

UK’s Investment Association Publishes More Flexible Principles of Remuneration

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Recent reforms in the UK market have led to less prescriptive executive remuneration principles that encourage companies to tailor structures to their business, strategy, and performance while consulting with shareholders....more

Cooley LLP

What’s going on with the SEC’s proxy advisor rules?

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Shall we catch up on some of the recent developments regarding the SEC’s proxy advisor rules? First, let’s take a look at what’s happening with the appeal of the opinion of the D.C. Federal District Court in ISS v. SEC,...more

Cooley LLP

Fifth Circuit vacates SEC rescission of “notice-and-awareness” provisions in proxy advisor rules

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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

Cooley LLP

Public Companies Update – May One-Minute Reads

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SEC enforcement director speaks on AI ‘washing’ - In our April 2024 One-Minute Reads, we covered the concept of artificial intelligence (AI) “washing.” Gurbir Grewal, director of the Securities and Exchange Commission...more

Carlton Fields

Proxy Advisers Win by a Nose, Eclipse Conflict Disclosure Requirement

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In February, a federal district judge in the District of Columbia awarded proxy advisers a victory by vacating an SEC rule provision that they opposed....more

Cooley LLP

Is the proxy advisory industry a net benefit or cost to shareholders?

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In Seven Questions About Proxy Advisors, from the Rock Center for Corporate Governance at Stanford, the authors, David Larcker and Brian Tayan, examine the proxy advisory firm industry—all two of them. Well, actually, as the...more

Cooley LLP

SEC and NAM appeal decision holding 2020 proxy advisor rule amendments unlawful

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You probably remember the saga about the SEC’s rules regarding proxy advisory firms? Back in 2019, the SEC issued interpretive guidance that proxy advisory firms’ vote recommendations were, in the view of the SEC,...more

Vedder Price

D.C. District Court Overturns SEC Proxy Advisor Rule, Holding Proxy Voting Advice Is Not Solicitation

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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

Dechert LLP

District Court Vacates SEC’s Proxy Advisory Rule

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The court vacated the last of the three conditions that were applied to proxy advisory firms as a result of the SEC’s 2020 regulation of Proxy Advisory Firms. As a result of this ruling, Proxy Advisory Firms are no longer...more

Keating Muething & Klekamp PLL

Securities Snapshot: 1st Quarter 2024 - New Climate-Disclosure Rules Subject to Heat of Legal Challenges

While your winter blues are hopefully melting away, recent rule making from the Securities and Exchange Commission is feeling the heat of several lawsuits. In this Snapshot, we review the legal challenges facing the SEC’s...more

Cooley LLP

After 1576 days, DC District Court holds proxy advisor rule invalid

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A Federal District Court has just held invalid the SEC’s rule regarding proxy advisory firms. The case dates back to 2019(!), when ISS sued the SEC and then-SEC Chair Jay Clayton in connection with the SEC’s interpretive...more

Vinson & Elkins LLP

[Hybrid CLE Event] Every Season is Activist Season: The Big Questions for 2024 - January 31st, New York, NY

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Vinson & Elkins’ Shareholder Activism practice co-heads Lawrence Elbaum and Patrick Gadson will discuss how companies need to prepare against the year round attacks by shareholder activists. In a conversation moderated by...more

Orrick, Herrington & Sutcliffe LLP

2024 Proxy Season Considerations: Officer Exculpation for Delaware Corporations

A change to DGCL Section 102(b)(7) that took effect last year permits Delaware corporations to eliminate or limit the personal liability of corporate officers for monetary damages to stockholders for breaches of their...more

Cozen O'Connor

Republican AGs Question Proxy Advisors on ESG and Debanking Positions

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A group of 23 Republican AGs wrote a letter to proxy advisory firms International Shareholder Services, Inc. (ISS) and Glass, Lewis & Co. (Glass Lewis) warning the companies to cease prioritizing ESG initiatives in a manner...more

Venable LLP

Responding to Annual Meeting Vote Results

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As Maryland public companies begin preparing for their 2024 annual meetings, we recommend that each consider the voting results of its 2023 annual meeting of shareholders. Maintaining awareness of institutional investor and...more

Latham & Watkins LLP

Transparency Is Key for PE Amid Greenbashing Risk

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As ESG statements fall under increasing scrutiny, sponsors should aim for consistent and accurate messaging, as well as robust ESG strategies. Regulatory drivers and stakeholder demands have put environmental, social,...more

Davies Ward Phillips & Vineberg LLP

GOVERNANCE INSIGHTS 2023 - As the Pandemic Abates, Activists Advance: Shareholder Activism Rebounds in Canada

Canadian shareholder activism continued its post-pandemic resurgence into the first half of 2023. Emerging trends include the “activist swarm,” where multiple—yet uncoordinated—activists converge on a single target with...more

BCLP

Crisis of Trust: Corporate Governance Update 2023

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Following a series of accounting and audit scandals in recent years and what has been described as a “crisis of trust”, the UK Government, regulatory bodies, and institutional investor groups have set out to reform the UK’s...more

White & Case LLP

Diversity on UK Boards

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Increased focus from investors, regulators, and employees on racial, ethnic and gender diversity has heightened scrutiny of public companies' commitments to diversity in their workforce and in particular on their boards. ...more

Cooley LLP

In Fifth Circuit oral argument, SEC faces challenge to preserve 2022 changes to proxy advisor rules

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In December last year, the Federal District Court for the Western District of Texas issued an Order granting summary judgment to the SEC and Chair Gary Gensler and denying summary judgment to the National Association of...more

Cooley LLP

Hey, it’s “ESG month”—House ESG Working Group takes on shareholder proposal process

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“ESG month” may not be exactly what you think. It’s the moniker, according to Politico, ascribed to the plan of the House Financial Services Committee, reflected in this interim report from its ESG Working Group, “to spend...more

Mayer Brown Free Writings + Perspectives

Shareholder Proposals, Index Fund Voting, Proxy Advisors

Today, Mayer Brown’s Larry Cunningham provided testimony to the House Financial Services Committee on shareholder proposals and related issues. Read an excerpt below...more

BCLP

Corporate Briefing - July 2023

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Welcome to the Corporate Briefing, where we review the latest developments in UK corporate law that you need to know about. In this month’s issue, we discuss...more

BCLP

FRC research on the influence of proxy advisors and ESG rating agencies

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The FRC has published research on the influence of proxy advisors and ESG rating agencies on the actions and reporting of FTSE 350 companies and investor voting. This makes interesting reading and highlights...more

Davies Ward Phillips & Vineberg LLP

OBCA Changes Could be Used to Restrict Shareholder Rights

The Ontario government introduced an omnibus bill (Bill 91) on April 3, 2023 that proposes both welcome and concerning amendments to the Ontario Business Corporations Act’s (OBCA) regulation of shareholder meetings. The...more

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