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Securities and Exchange Commission (SEC) Disclosure Requirements Proxy Advisory Firms

Carlton Fields

Proxy Advisers Win by a Nose, Eclipse Conflict Disclosure Requirement

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In February, a federal district judge in the District of Columbia awarded proxy advisers a victory by vacating an SEC rule provision that they opposed....more

Orrick, Herrington & Sutcliffe LLP

SEC Adopts Final Pay Versus Performance Disclosure Rule

On August 25, 2022, the SEC adopted a final rule implementing a provision of the Dodd-Frank Act of 2010 requiring public companies to provide clear disclosure of the relationship between executive compensation and company...more

Cooley LLP

A jam-packed Spring 2022 agenda for the SEC

Cooley LLP on

The SEC has posted its Spring 2022 Reg-Flex agenda and it’s crammed with pending and new rulemakings—and they’re all going to be proposed or adopted in October! (Ok, admittedly, that’s an exaggeration, but not much of one.)...more

Skadden, Arps, Slate, Meagher & Flom LLP

Investment Management Update - December 2021

In this issue, we cover regulatory developments impacting the investment management sector, including proposed legislation supported by the Investment Company Institute to address challenges for closed-end funds; the...more

Mintz - Securities & Capital Markets...

How Companies Can Prepare for SEC Proxy Advisor Reform

The SEC’s long-awaited final rules governing voting advice provided by proxy advisory firms such as Institutional Shareholders Service (ISS) and Glass Lewis (the “final rules”) became effective on November 2, 2020. The final...more

Cooley LLP

Blog: SEC’s investor advocate bemoans 2020 rulemaking agenda and has some ideas for 2021

Cooley LLP on

Let’s just say that the SEC’s Investor Advocate, Rick Fleming, was none too pleased with the work of the SEC this year. Although, in his Annual Report on Activities, he complimented the SEC for its prompt and flexible...more

Skadden, Arps, Slate, Meagher & Flom LLP

Planning Ahead: Virtual Shareholder Meetings in the 2021 Proxy Season

The COVID-19 pandemic has impacted U.S. public companies in myriad ways. The fact that the traditional proxy season — the period from April through June when a substantial number of public companies hold their annual meetings...more

Troutman Pepper

A Path to ESG Disclosure

Troutman Pepper on

Regardless of your view of the efficacy of ESG disclosure for publicly-traded companies, investors increasingly are insisting on it, and the advisors that can profit from it the most – proxy advisory firms, large accounting...more

Jones Day

SEC Adopts Updates to Proxy Voting Advice Regime

Jones Day on

The Situation: On July 22, 2020, the U.S. Securities and Exchange Commission ("SEC") adopted final rule amendments to regulate proxy voting advice as part of its emphasis on modernizing the proxy process. The final SEC...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

Goodwin

Financial Services Weekly: Amendments To SEC Proxy Solicitation Rules Approved By A 3-1 Vote

Goodwin on

In This Issue. The Securities and Exchange Commission (SEC) finalized amendments to its proxy solicitation rules that will modify the practices of proxy advisory firms, providing them with greater transparency 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

Alston & Bird

SEC Approves Proxy Voting Advice Amendments & Investment Adviser Guidance

Alston & Bird on

Our Securities Group analyzes two sets of final rules from the Securities and Exchange Commission that increase the accuracy and transparency of information investors receive from proxy advisory firms and clarify how an...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

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Enters Election Year Focused on Key Initiatives

As Chairman Jay Clayton’s tenure at the Securities and Exchange Commission (SEC) likely enters its final year — regardless of the outcome of the next presidential election — the SEC remains focused on priorities such as...more

Cooley LLP

Blog: Watchdog calls for investigation of “fishy” letters

Cooley LLP on

In November, the SEC voted to propose amendments to add new disclosure and engagement requirements for proxy advisory firms and to “modernize” the shareholder proposal rules by increasing the eligibility and resubmission...more

Vedder Price

SEC Proposes Rule Changes for Proxy Advisory Firms

Vedder Price on

On November 5, 2019, the SEC issued a release proposing amendments to the federal proxy rules that are intended to enhance the accuracy and transparency of information provided by proxy advisory firms to investors and...more

Skadden, Arps, Slate, Meagher & Flom LLP

Matters To Consider for the 2020 Annual Meeting and Reporting Season

Companies have important decisions to make as they prepare for the 2020 annual meeting and reporting season. We have prepared a checklist of key corporate governance, executive compensation and disclosure matters on which we...more

White & Case LLP

SEC Proposes Rule Amendments to Enhance Regulation of Proxy Advisers

White & Case LLP on

On November 5, 2019, the Securities and Exchange Commission (“SEC”) proposed amendments to the federal proxy rules that would enhance the SEC’s regulation of proxy advisory firms.1 The proposed amendments to Rules 14a-1,...more

Fenwick & West LLP

SEC Proposes Rules Targeting Proxy Advisory Firms

Fenwick & West LLP on

The U.S. Securities and Exchange Commission has proposed amendments to the proxy solicitation rules, directly targeting proxy advisory firms (Release No. 34-87457). Consistent with the updated interpretative guidance the SEC...more

Dorsey & Whitney LLP

SEC to Discuss Proxy Adviser Regulation and Resubmission Thresholds for Shareholder Proposals at November 5, 2019 Open Meeting

Dorsey & Whitney LLP on

Yesterday the SEC announced the agenda for its upcoming open meeting to be held on Tuesday, November 5 at 10:00 a.m. EST. All SEC open meetings are webcast and a hyperlink to the webcast will be posted to www.sec.gov shortly...more

White & Case LLP

SEC Issues Guidance on Proxy Advisory Firms

White & Case LLP on

On August 21, 2019, the Securities and Exchange Commission (“SEC”), in response to increasing concerns that proxy advisory firms hold excessive sway over voting results, issued guidance (the “2019 Advisor Guidance”)  that...more

Jones Day

SEC Takes First Step Toward Improving Accountability of Proxy Advisers

Jones Day on

The Background: The Securities and Exchange Commission ("SEC") published guidance affecting proxy advisory firms and the investment advisers that rely on them as a follow-up to its November 2018 proxy process roundtable. ...more

Akin Gump Strauss Hauer & Feld LLP

SEC Applies Fiduciary Duties Analysis to Voting Obligations

On August 21, 2019, the Securities and Exchange Commission (SEC) voted 3 to 2 to adopt new interpretive guidance (the “Voting Interpretation”) applicable to investment advisers regarding their proxy voting responsibilities as...more

Dorsey & Whitney LLP

SEC Adopts Guidance Impacting Voting Recommendations from Proxy Advisory Firms

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In two related releases issued on August 21, the SEC updated its guidance and interpretations to heighten the scrutiny given to the voting recommendations made by proxy advisory firms such as Institutional Shareholder...more

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