What are ISS and Glass Lewis and Why Should My Bank Care?
Significant post-election shifts in corporate governance policy are already occurring among regulators, self-regulatory organizations and proxy advisors. The SEC will no longer litigate its climate disclosure rules,...more
Companies should not minimize the extent of a material cybersecurity incident by omitting material facts regarding the scope and potential impact of the incident. Cybersecurity risk factor disclosures should be tailored to a...more
Recently, Institutional Shareholder Services (“ISS”) released updates to its voting policies for 2025, including new and updated responses to its Compensation Policies FAQs and new Value-Adjusted Burn Rate Benchmarks (based...more
In what will likely mark the final outcome, the U.S. Court of Appeals for the Fifth Circuit, sitting en banc, struck down the Nasdaq Stock Market’s diversity-disclosure framework on Dec. 11, 2024. The Nasdaq rules issue —...more
Insider Trading Policies. As previously discussed in our Winter 2022-2023 Corporate Communicator, the Securities and Exchange Commission (“SEC”) adopted final rules in December 2022 relating to insider trading policy...more
The U.S. Court of Appeals for the Fifth Circuit vacated the SEC’s approval of Nasdaq’s board diversity rules. Consequently, Nasdaq-listed companies are no longer required to satisfy Nasdaq’s “comply or explain” director...more
Welcome to the Corporate Briefing, where we review the latest developments in UK corporate law that you need to know about. ...more
Welcome to the latest edition of Fenwick’s Securities Law Update....more
The latest edition of Davies’ Governance Insights is now available. In this issue, we explore 10 important trends that will help general counsel and boards navigate the year ahead. In order to help you with your strategic...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
Clawback Rules. As previously discussed in last Winter’s Corporate Communicator, the Securities and Exchange Commission (“SEC") adopted final rules in October 2022 directing the NYSE and Nasdaq to adopt listing standards that...more
In the December Public Company Watch, we cover key issues impacting public companies, including a preview of the SEC’s latest regulatory agenda, an update regarding the Fifth Circuit vacating the SEC’s share repurchase rules,...more
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
For many insiders at a newly formed public company, a large portion of their net worth is potentially tied up in holdings of their company’s publicly-traded shares. These insiders often face challenges obtaining liquidity...more
Public companies need to consider recent developments when preparing for the 2023 proxy and annual reporting season. We summarize key regulatory developments, recent guidance, important disclosure considerations and updates...more
Proxy advisory firms Institutional Shareholder Services (“ISS”) and Glass Lewis (“GL”) each published their annual policy updates for 2023, which updates made certain changes relating to executive compensation. As a general...more
In this alert, we provide a round-up of the latest developments in ESG for UK corporates. In this month’s ESG Market Alert, we cover: On 17 November, advisory services company Glass Lewis published its 2023 ESG policy and...more
Institutional Shareholder Services (ISS) and Glass Lewis, the leading proxy advisors in the United States, have announced updates and clarifications for their voting guidelines for the 2023 proxy season. Their voting...more
Given the recent volatility in the national markets, the stock prices of many publicly-traded companies have declined significantly, resulting in an increasing number of service providers holding underwater stock...more
Given recent declines in equity value in a variety of segments of the economy (technology in particular), a number of clients have asked us what levers are available for retaining talent. While they are rare and while we...more
In our November 2, 2021 blog post, we highlighted a number of considerations for the 2022 proxy season. Based on recent developments, the following are some additional items...more
Institutional Shareholder Services (“ISS”) and Glass Lewis recently released their respective policy updates for the 2022 proxy season. Key topics include board diversity and board oversight of environmental and social risks....more
Institutional Shareholder Services (ISS) and Glass Lewis, the leading proxy advisors in the United States, have announced updates and clarifications for their voting guidelines for the 2022 proxy season. Their voting...more
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
This memorandum outlines key considerations from White & Case's Public Company Advisory Practice for US public companies in preparation for the 2021 annual reporting and proxy season. Section I of this memo, which was...more