Proxy Season

In a note to clients recently, Glass Lewis provided more detail about its shift to a multi-perspective model that it announced about a year ago. Last year, Glass Lewis announced that rather than relying principally on a single set of global voting policies, it intended to develop an approach offering clients multiple analytical perspectives reflecting different investment and governance philosophies. At the time, however, Glass …

Last week, Corp Fin issued three new CFIs relating to shareholder engagement and Schedule 13G eligibility as the Staff has continued to receive questions in the wake of the two CDIs issued about 18 months ago that caused some of the larger institutional investors to temporarily pause their engagement efforts and rethink their approach to engagement.   These new CFIs further clarify that routine engagement …

I blogged on Friday that OIRA is reviewing the SEC’s proposed executive compensation disclosure reform – and now OIRA has listed two other big SEC proposals under review: As we’ve noted, OIRA has 90 days to complete its review but it often moves faster. Meaning the SEC will likely be proposing these rulemakings relatively soon. Hang onto your hats. It’s going to be a wild …

Corp Fin is completely out of the shareholder proposal business! As we predicted a little while back, Corp Fin announced today that it will no longer process no-action requests under Rule 14a-8 going forward. This position now even includes requests made under Rule 14a-8(i)(1) “not a proper subject” (which the Staff was open to processing over the past year – but they never received a …

Just as the rise of AI (and other factors) seem to have lessened the impact of ISS and Glass Lewis on voting decisions during the proxy season, the DOJ’s Antitrust Division withdrew a position – as stated in a Business Review Letter from 1987 – that it had no intention to bring action under the antitrust laws upon the formation of ISS way back when. …

As Liz recently blogged, the Texas Stock Exchange has proposed replacing the current broker discretionary voting system with a mandatory proportional voting framework for all uninstructed shares held by brokers on behalf of beneficial owners. Here are seven things to know about the proposal: 1. End of Broker Discretion – Under the proposal, brokers would no longer be permitted to cast discretionary votes on uninstructed …