On November 12, the Institutional Shareholder Services (ISS) published its U.S. 2020 Proxy Voting Guideline Updates, which will be effective for shareholder meetings held on or after February 1, 2020. In general, the updates involve clarification of guidelines and formalization of factors to codify ISS’s existing approach on recommendations relating to specific issuers.
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On November 5, the Securities and Exchange Commission voted to propose amendments to the rules governing proxy solicitations to expressly apply them to proxy voting advisors. The proposed amendments would codify the SEC’s position that proxy voting advice is a “solicitation” within the meaning of the proxy rules, place certain disclosure requirements on proxy voting advice and define what would be impermissible false or misleading disclosure in the context of proxy voting advice.
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On October 31, Institutional Shareholder Services Inc. (ISS) filed suit against the Securities and Exchange Commission in the US District Court for the District of Columbia, challenging the guidance that the SEC issued in August 2019 regarding the applicability of the federal proxy rules to proxy advisors such as ISS. The SEC’s guidance was previously discussed in the August 23, 2019 edition of Corporate & Financial Weekly Digest.
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Investment Advisers

On August 21, by a vote of 3 to 2, the Securities and Exchange Commission issued interpretive guidance on an investment adviser’s fiduciary duties with respect to voting of proxies for client accounts. The guidance makes clear that advisers may agree with their clients that the client, and not the adviser, will vote proxies, but such guidance is generally impractical for advisers to private funds and registered investment companies (because there is no practical way to assign voting power to the funds).
Continue Reading SEC Issues New Guidance Regarding Proxy Voting Responsibility of Investment Advisers and the Applicability of Proxy Rules to Proxy Voting Advice

Institutional Shareholder Services Inc. (ISS) recently launched the ISS Help Center, its new online communications portal that will help facilitate inquiries of ISS from investors, companies (issuers) and company advisors, including law firms and proxy solicitors, as well as responses from ISS to such inquiries. The ISS Help Center will provide a framework to submit

On March 29, proxy advisory firm Institutional Shareholder Services (ISS) updated its frequently asked questions (FAQs) for US proxy voting procedures and policies (excluding compensation-related policies and procedures). The following is a brief summary of the new/updated FAQs.
Continue Reading ISS Updates Frequently Asked Questions for US Proxy Voting Policies and Procedures for 2018

ISS Releases 2018 Proxy Voting Guideline Updates

On November 16, the Institutional Shareholder Services (ISS) published its 2017 Proxy Voting Guideline Updates, which will be effective for shareholder meetings held on or after February 1, 2018. The US 2018 updates cover numerous policies, and significant changes are summarized below.
Continue Reading ISS and Glass Lewis Release 2018 Proxy Voting Guidelines

On October 19, proxy advisory firm Institutional Shareholder Services (ISS) announced the results of its Policy Application Survey (PAS). The PAS, which ran from August 3 through October 6, reflects 328 responses: 77 from institutional investors and organizations representing them, and 251 from members of the corporate community, including companies, consultants/advisors to companies, corporate directors and other trade organizations. These surveys often provide a good indication of potential changes to ISS’s voting policies. It is expected that ISS will publish its draft 2018 policy updates and open its comment period in late October, and release its final policy updates in November.
Continue Reading ISS Announces Results of Its 2017 Policy Application Survey

Proxy advisory firm Institutional Shareholder Services (ISS) recently updated its frequently asked questions (FAQs) for US proxy voting policies and procedures (excluding compensation-related policies and procedures). The following is a brief summary of the new/updated FAQs.
Continue Reading ISS Updates Frequently Asked Questions for US Proxy Voting Policies and Procedures for 2017

Proxy advisory firm Institutional Shareholder Services (ISS) recently made changes to its US Equity Plan Score Card (EPSC), the ISS tool to evaluate equity plans, which will go into effect for meetings of shareholders held on or after February 1. The following is a brief summary of the changes to the EPSC methodology.
Continue Reading ISS Releases Changes to Equity Plan Score Card for 2017