ESG and SEC Enforcement in 2022
Videocast: Asset management regulation in 2020 videocast series – Advisers Act regulatory agenda
Videocast: Asset management regulation in 2020 videocast series – DOL: What’s ahead
ERISA Plan Fiduciaries’ Proxy Voting: Regulatory Updates
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
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
Neither California's nor Delaware's General Corporation Law expressly prohibits directors from being represented by proxy at board meetings. However, it appears to have been well settled in Delaware since at least 1915 that...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
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
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
On February 14, 2023, Georgeson LLC, the shareholder proxy solicitation firm, published an analysis of investor voting decisions in 2022 on certain types of shareholder proposals. In preparing its report, it looked at public...more
In preparation for the 2023 proxy season, proxy advisory firms Glass Lewis and Institutional Shareholder Services (ISS) announced updates to their voting guidelines for investors, effective on January 1, 2023, and February 1,...more
The 2023 proxy season is just around the corner. This quick reference guide, which is intended to supplement Shearman & Sterling’s 20th Annual Corporate Governance & Executive Compensation Survey, summarizes themes from the...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
This comprehensive report includes five-year trend data, covering the 2018-2022 proxy seasons, for annual meeting participation, director elections, say-on-pay and other proposals among the technology and life sciences...more
During the third quarter of 2022, the SEC amended rules governing proxy voting advice, proposed amendments to shareholder proposal regulation, and adopted its long-awaited final pay versus performance disclosure rules (a...more
As discussed in our November 17, 2021 post, management of public companies are required to use universal proxy cards for shareholder meetings involving most election contests held after August 31, 2022. This means that both...more
U.S. Securities and Exchange Commission (SEC) Chair Gary Gensler has had a very active regulatory agenda that has invited a lot of controversy due to both its ambitious scope and the speed of implementation. While there are...more
Shareholder Proposal - Rule On July 13, 2022, the US Securities and Exchange Commission (the “SEC”) proposed amendments to revise three of the substantive bases for exclusion of shareholder proposals under Rule 14a-8 of...more
The SEC adopted amendments on July 13, 2022 to its rules governing voting advice rendered by proxy voting advice firms. In particular, the amendments are designed to alleviate certain burdens that may impair the timeliness...more
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
Over a decade ago, I posited the following question: "Should a proxy card specify a choice of law?" In a recently issued ruling, Vice Chancellor J. Travis Laster noted in the following lengthy footnote that choice of law...more
The 2022 proxy season is just around the corner. This quick reference guide, which is intended to supplement Shearman & Sterling’s 19th Annual Corporate Governance & Executive Compensation Survey, summarizes themes from the...more
Recent changes in the Securities and Exchange Commission (SEC) proxy rules will give shareholders the ability to vote for directors like never before. The new rules will require companies to provide universal proxy cards to...more
On March 3, 2021, the Securities and Exchange Commission’s (the SEC) Division of Examinations (the Division) announced its Examination Priorities for 2021, which included an enhanced focus on climate-related risks. ...more
On November 17, 2021, the U.S. Securities and Exchange Commission adopted rules requiring the use of universal proxy cards in contested director elections as discussed in Release No. 34-93596 (the Adopting Release). Universal...more
Shareholder activism has been a significant phenomenon amongst the largest U.S. public companies, with activists of a variety of stripes waging campaigns on a wide range of issues. As such activism has continued to grow, it...more
In a move we expect will pave the road for an increase in proxy contests, on November 17, 2021, the Securities and Exchange Commission adopted new Rule 14a-19 and amendments to existing rules under the Securities Exchange Act...more
John Jenkins at DealLawyers.com took note of this recent blog by Professor Ann Lipton concerning the stockholder vote at The Tribune Publishing Company. The gist of both these blogs was the decision by a 24% stockholder in...more