News & Analysis as of

Investment Adviser Securities and Exchange Commission (SEC) Proxy Voting Guidelines

Foley Hoag LLP

Reminder: New Say-on-Pay Disclosures for Institutional Investment Managers Now Effective

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The Securities and Exchange Commission (“SEC”) adopted amendments to Form N-PX on November 2, 2022. Previously, Form N-PX applied solely to registered investment companies (i.e., mutual funds, exchange-traded funds and...more

Seward & Kissel LLP

SEC Staff Issues No-Action Letter to Closed-End Funds Seeking to Exclude Activist Shareholder Proposals to Declassify Board

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Who may be interested: Closed-End Funds; Boards of Directors; Investment Advisers - Quick Take: The staff of the SEC’s Division of Investment Management (Staff) recently granted no-action relief to three closed-end funds...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

K&L Gates LLP

SEC Adopts Final Rule Requiring Additional Proxy Voting Disclosures

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On 2 November 2022, the U.S. Securities and Exchange Commission (SEC) voted 3–2, along party lines, to adopt a final rule and form amendments (together, the Final Rule) that would require additional disclosure on Form N-PX...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

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

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

Dechert LLP

SEC Proposes to Increase Reporting of Proxy Votes by Registered Management Investment Companies and Reporting of Executive...

Dechert LLP on

The Securities and Exchange Commission has proposed amendments to Form N-PX under the Investment Company Act of 1940 to increase the utility to investors of proxy voting information reported on Form N‑PX by mutual funds,...more

Kramer Levin Naftalis & Frankel LLP

SEC Announces Spring 2021 Regulatory Agenda

On Friday, June 11, the Securities and Exchange Commission (SEC) filed its Agency Rule List for Spring 2021 with the Office of Management and Budget. The Agency Rule List gives clarity to when companies can expect to see...more

Cooley LLP

Blog: SEC to reconsider rules and guidance regarding proxy advisory firms

Cooley LLP on

Whether and how to regulate proxy advisory firms, such as ISS and Glass Lewis, has long been a contentious issue, with some arguing that their vote recommendations were plagued by conflicts of interest and often erroneous,...more

Morrison & Foerster LLP

U.S. SEC Adopts Rules To Regulate Proxy Advisory Firms

The U.S. Securities and Exchange Commission (the “SEC”) recently adopted amendments to the proxy rules to address proxy voting advice provided by proxy advisory firms such as Institutional Shareholder Services (“ISS”) and...more

Perkins Coie

SEC Amends Proxy Rules Relating to Proxy Advisers and Supplements Proxy Voting Guidance for Investment Advisers

Perkins Coie on

The U.S. Securities and Exchange Commission on July 22, 2020, adopted final amendments to its proxy solicitation rules to codify the SEC’s longstanding view that proxy voting advice generally constitutes a solicitation within...more

Eversheds Sutherland (US) LLP

SEC adopts amendments to proxy advice rules and updates guidance for investment advisers

In recent years, the Securities and Exchange Commission (SEC) has sought to address controversy regarding the proxy voting system and the influence of proxy advisory firms such as Glass, Lewis & Co. and Institutional...more

Vinson & Elkins LLP

SEC Adopts 2019 Proxy Voting Amendments, Minus the Bite

Vinson & Elkins LLP on

On July 22, 2020, the Securities and Exchange Commission (the “SEC”) adopted amendments to the proxy solicitation rules and issued guidance regarding the proxy voting responsibilities of investment advisers. The amendments, a...more

Womble Bond Dickinson

SEC Adopts Final Rules for Proxy Advisors

Womble Bond Dickinson on

Firms that advise institutional advisers and institutional investors in the proxy voting process (“proxy advisors”) have gained prominence in recent years, but have also faced increased scrutiny regarding the accuracy and...more

Goodwin

SEC Adopts Final Rules Addressing Proxy Advisory Firms

Goodwin on

On July 22, 2020, the Securities and Exchange Commission (SEC) adopted amendments to its proxy rules addressing proxy voting advice provided by proxy advisory firms, such as ISS and Glass Lewis. The amendments were originally...more

Mayer Brown Free Writings + Perspectives

US SEC Issues Supplementary Proxy Voting Guidance for Investment Advisers

On July 22, 2020, the US Securities and Exchange Commission (SEC) published supplementary guidance in the form of a policy statement (Policy Statement) regarding the proxy voting responsibilities of investment advisers under...more

Faegre Drinker Biddle & Reath LLP

SEC Adopts Amendments to Proxy Solicitation Rules

At an open meeting held on July 22, 2020, the Securities and Exchange Commission (SEC) adopted reforms to the proxy solicitation rules (Proxy Advice Amendment) that govern how proxy advisory firms (e.g., Glass, Lewis & Co....more

Troutman Pepper

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

Troutman Pepper 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

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Adopts Proxy Rule Amendments Relating to Proxy Voting Advice Businesses

On July 22, 2020, the U.S. Securities and Exchange Commission (SEC), by a 3-1 vote, adopted amendments to the federal proxy rules relating to proxy voting advice businesses (proxy advisors). The amendments categorize the...more

BCLP

SEC amends proxy rules to address proxy voting advisors and issues guidance for investment advisers on use of automated voting...

BCLP on

On July 22, 2020, the SEC took action to address two aspects of the proxy voting process: (1) amending the proxy solicitation rules with respect to “proxy voting advice businesses” (PVABs or proxy advisory firms), such as ISS...more

Nelson Mullins Riley & Scarborough LLP

SEC Amends Proxy Rules for Proxy Voting Advice and Issues Supplemental Guidance on Proxy Voting Responsibilities of Investment...

Amendments Codify Prior Guidance that Proxy Voting Advice Is a “Solicitation,” Add Conditions to Exemptions Relied on by Proxy Advisory Firms - Continuing its focus on the proxy process and possible improvements to the...more

Mayer Brown Free Writings + Perspectives

Amendments to Proxy Rules

Yesterday, the Securities and Exchange Commission adopted amendments to the proxy rules.  ...more

Cooley LLP

Blog: SEC adopts amendments regarding proxy advisory firms (updated)

Cooley LLP on

Earlier this week, at a virtual open meeting, the SEC, by a vote of three to one, adopted new amendments to the proxy rules, modified from the original proposal issued in November last year, regarding proxy advisory firms....more

Robinson & Cole LLP

2020 Investment Adviser Update—There’s a “Voice Inside Your Head You Refuse to Hear” (But You Should)

Robinson & Cole LLP on

The rules and regulations governing private equity and hedge fund advisers continue to develop in response to changes in technology. As a result, advisers are subject to an ever-increasing degree of supervision by the...more

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