Should Your Company Take a Stand on Political and Social Issues?
Why Every Day Is Proxy Season for Public Companies
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On August 1, 2024, ISS Governance (ISS) announced the launch of its Annual Benchmark Policy Survey. The survey results will inform ISS’s policy development for 2025 and beyond. For the U.S. market, the survey solicits views...more
The number of anti-Diversity, Equity, and Inclusion proposals submitted by shareholders increased overall in the 2024 proxy season compared to the 2023 proxy season, according to data provided by Proxy Analytics. However,...more
Join us for the next KPMG Board Leadership Center quarterly webcast as we discuss trends from the proxy season. Topics - A look at proxy voting trends and outcomes - The board’s story and corporate disclosure -...more
You may recall that, in January, ExxonMobil filed a lawsuit against Arjuna Capital, LLC and Follow This, the two proponents of a climate-related shareholder proposal submitted to Exxon, seeking a declaratory judgment that it...more
The California Nonprofit Corporation Law defines a "proxy" as a "written authorization signed by a member or the member's attorney in fact giving another person or persons power to vote on behalf of such member". Cal. Corp....more
As we enter the 2024 proxy season, public companies should consider a number of key disclosure and governance matters. Below is a high-level summary of applicable rule changes, guidance, and disclosure considerations for the...more
As we enter the 2024 proxy season, we are providing our annual memorandum to call your attention to certain matters of Maryland law, some new and some continuing, relating to proxy materials and annual meetings about which we...more
It has never been more important for public companies to engage—and engage regularly—with their shareholders. Sustained engagement helps companies communicate their strategy, understand shareholder perspectives, and even...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
For two decades, Fenwick has reported on corporate governance statistics and trends among the S&P 100 and Silicon Valley’s top public companies (Fenwick – Bloomberg Law Silicon Valley 150 List), with the goal of educating...more
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
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
On November 21, 2023, Institutional Shareholder Services (“ISS”) Governance announced proposed changes to its benchmark voting policy for 2024 (the “Proposed Changes”). To ensure that a broad range of perspectives is...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
On August 29, 2023, Institutional Shareholder Services Inc. (ISS) announced the launch of its Annual Benchmark Policy Survey. The survey results will inform ISS’s policy development for 2024 and beyond....more
With the 2023 proxy season now over for most companies, we took a fresh look at recent bylaw and charter amendments at the Silicon Valley 150 (the SV150) to better understand how companies are addressing i) new Rule 14a-19,...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
Despite a slowdown in M&A activity and macroeconomic headwinds, stockholder activism remains a potentially powerful tool for investors aiming to extract value from companies. The activism landscape continues to evolve as new...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
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
Many public companies will be required to include a "say on frequency" proposal at their 2023 annual meeting of stockholders. Since 2010, the Dodd-Frank Act has mandated that public companies submit, no less frequently than...more
Shareholder meetings held this year are subject to new rules that require both companies and activist shareholders to use “universal” proxy cards in contested board elections. Until now, the company and the dissident...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