Proxy Season

As noted in this Cooley alert from Ali Murata, Megan Schilling, Michael Bergmann, and Janice Chan, ISS recently opened its peer submission window, with it closing next Friday, November 22nd. As noted in the alert:

Continuing on with our “shareholder engagement” series of blogs, you need an organized set of engagement procedures with priorities and the ability to call on internal cross-department coordination – and director participation – when needed, depending on what is on the engagement agenda. Some companies have a written shareholder engagement policy to memorialize their processes and procedures and help set the company’s ground rules. You …

Here is Part 2 of a two-part blog series about nine aspects of the D&O questionnaire process for which in-house lawyers must use their judgment (here is Part 1 covering the first three aspects and more): 4. Frame the question properly It’s important how you frame the question. This bears repeating: It’s important how you frame the question. For those areas where you expect there …

It’s that time of year. Time to dust off your D&O questionnaire and figure out what to do now for the upcoming proxy season. The D&O questionnaire is an important part of the proxy drafting process. When I joined Cooley, I was pleasantly surprised to find out that we have our own electronic D&O questionnaire product – Cooley D+O. I was talking with Luci Altman …

Who makes the voting decision at a particular investor can vary. For the larger investors, they tend to have stewardship teams who vote and handle engagements – and that is straightforward. Sometimes stewardship teams are referred to as proxy committees. Beyond that, it can be tricky and take experience to learn how each investor operates and who are the players. You could have an active …