Should Your Company Take a Stand on Political and Social Issues?
Why Every Day Is Proxy Season for Public Companies
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This article from Morningstar published on the Harvard Law School Forum on Corporate Governance examines three major trends of the 2024 proxy season regarding environmental, social and governance shareholder proposals. The...more
Both investors and companies are maturing in how they view critical issues raised at the corporate ballot box. Even amid a proxy season that included “the priciest shareholder fight ever,” according to The Wall Street...more
The ESG-DEI discussion continues to elicit shareholder interest, at least according to a recent report from The Conference Board about the upcoming proxy season. The report focuses on the political bent underpinning some...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
On December 19, 2023, ISS Governance announced updates to its 2024 benchmark proxy voting policies. The full text of the updated benchmark policies for 2024 should be available later this month and will generally apply to...more
Broadly considered, stockholder activism has been a significant phenomenon among the largest U.S. public companies, with activists of a variety of stripes waging campaigns on a wide range of issues including in the form of...more
As companies look ahead to the upcoming proxy and annual report season, the SEC has generated a number of new items to add to your compliance checklist – in addition to those covered in last year's list. Those items, along...more
“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
In this V&E+ interview, Lawrence and Patrick share their thoughts on the 2023 proxy season, peacetime preparation for activism defense, and the HBO show that no one could seem to stop talking about....more
Welcome to Vinson & Elkins’ Securities and ESG Updates. Our aim is to provide insights into notable developments in securities reporting and the environmental, social and governance space over the quarter and, where...more
This edition of Skadden’s quarterly Insights looks at the latest trends in shareholder activism, the scrutiny companies are facing over their ESG disclosures and employment considerations for using AI in the workplace, among...more
Notwithstanding legislative and executive action by several states in opposition to the supposed “woke” stances of some businesses on ESG and ESG investing—or perhaps because of it—this proxy season will see a significant...more
Following a brief decline during the pandemic, shareholder activism in the US rebounded to pre-pandemic levels in 2022 despite—or perhaps because of—volatile markets, depressed share prices and macro-economic uncertainty....more
Part I of our two-part Annual Memo series identified important considerations when preparing Annual Reports on Form 10-K in 2023. Part II of this memo below, describes our key considerations for 2023 Annual Meeting Proxy...more
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
Not long ago, companies could reliably project when shareholder activists would strike — and ready their defenses in advance. As sure as the seasons would turn, proposals would begin to appear around the holidays, voting...more
The number of shareholder proposals made by activist shareholders, votes against management proposals and the number of publicly listed companies facing shareholder proposal continues its upward trend....more
Institutional Shareholder Services ("ISS") and Glass Lewis & Co. LLC ("Glass Lewis"), the two major proxy advisory firms, recently issued their updated proxy voting guidelines for the 2023 proxy season. These policy updates...more
On November 17, 2022, Glass Lewis released its 2023 U.S. Policy Guidelines (U.S. Guidelines) and its 2023 ESG Initiatives Policy Guidelines (ESG Guidelines), effective for shareholder meetings on or after January 1, 2023. On...more
On November 15, 2022, Skadden held a webinar titled “Preparing for the 2023 Shareholder Proposal Season.” The panelists were Gianna McCarthy, Director of Corporate Governance for the New York State Common Retirement Fund (NYS...more
As companies prepare for the 2023 proxy season, their ESG performance, as evaluated and rated by various third-party ratings providers, is a key focus. With the growing importance of ESG to institutional investors,...more
Companies are responding in a myriad of ways to the US Supreme Court’s ruling in Dobbs v. Jackson Women’s Health Organization (Dobbs), including by expanding healthcare travel benefits to reduce barriers to accessing care in...more
In the broader world of Environmental, Social & Governance (ESG), Environment, Health & Safety (EHS) compliance is only one threat to industry operators. Another is the growing use of proxy challenges and shareholder actions...more
This proxy season, companies saw more shareholder proposals than in the past, a change that has been widely attributed to actions by the SEC and its Division of Corporation Finance that had the effect of making exclusion of...more
Pillsbury lawyers review the 2022 Proxy Season and offer practical tips on how to leverage auditing in your organization’s ESG strategy. Consider trends seen during the 2022 proxy season, anticipate next year’s lightning...more