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

Please join Katten Muchin Rosenman LLP, Ernst & Young LLP and Meridian Compensation Partners on Thursday, December 13 at 12:00 p.m. (CT) for a webinar discussion of key developments and trends impacting public companies in the 2019 annual reporting and proxy season.

Further details are available here; click here to register.

On Thursday, December 13 at 12:00 p.m. (CT), please join Katten Muchin Rosenman LLP, Ernst & Young LLP and Meridian Compensation Partners for a webinar discussion of key developments and trends impacting public companies in the 2019 annual reporting and proxy season.

Further details are available here; click here to register.

On Thursday, December 14 at 12:00 p.m. (CT), please join Katten Muchin Rosenman LLP, Ernst & Young LLP and Strategic Governance Advisors for a webinar discussion of key developments and trends impacting public companies in the 2018 annual reporting and proxy season.

Further details are available here; click here to register.

On Thursday, December 14 at 12:00 p.m. (CT), please join Katten Muchin Rosenman LLP, Ernst & Young LLP and Strategic Governance Advisors for a webinar discussion of key developments and trends impacting public companies in the 2018 annual reporting and proxy season.

Further details are available here; click here to register.

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

On Thursday, December 8 at 12:00 p.m. (CT), please join Katten Muchin Rosenman LLP, Ernst & Young LLP and Sard Verbinnen & Co. for a webinar discussion of key developments and trends impacting public companies in the 2017 annual report and proxy season.

Further details are available here; click here to register.

On November 21, ISS published its 2017 Proxy Voting Guideline Updates, which will be in effect for meetings held on or after February 1, 2017. The US 2017 updates cover numerous policies, with significant changes summarized below:

Restricting Binding Shareholder Proposals

ISS introduced a new policy to recommend against or withhold from members of the governance committee if a company’s charter imposes undue restrictions on shareholders’ ability to amend its bylaws. Such restrictions include outright prohibition on the submission of binding shareholder proposals, or share ownership requirements or time holding requirements in excess of SEC Rule 14a-8.
Continue Reading ISS Releases 2017 Proxy Voting Guideline Updates

On November 18, Glass Lewis released its 2017 U.S. Proxy Season Guidelines. The guidelines are a detailed overview of the key policies Glass Lewis applies when analyzing individual companies and are formally updated on an annual basis.

One of the more significant changes to the Glass Lewis Guidelines is the director overboarding policy. Under this policy, Glass Lewis will generally recommend voting against a director who serves as an executive officer of any public company while serving on a total of more than two public company boards, and against any other director who serves on a total of more than five public company boards. Glass Lewis may consider factors such as the size and location of the other companies where the director serves on the board, the director’s board roles at the companies in question, whether or not the director serves on the board of any large privately held companies, the director’s tenure on the boards in question, and the director’s attendance record at all companies. Glass Lewis may refrain from recommending against certain directors if the company provides sufficient rationale for their continued board service.
Continue Reading Glass Lewis Releases 2017 Proxy Season Guidelines