Recently, I blogged about a Cooley Alert detailing some opposition to retail voting programs patterned after the one pioneered by ExxonMobil, including noting how some aspects of the campaign against these voting programs are misleading. Now the City of Hollywood Police Officers’ Retirement System has filed a proposed class action in U.S. District Court of New Jersey on behalf of ExxonMobil shareholders against the company …
Glass Lewis Moving (Gradually) to Bespoke Policies Rather Than Benchmark
Recently, Glass Lewis announced it’s looking to change its business model in a big way by moving to bespoke policies for its investor clients rather than a uniform benchmark policy. It expects to make this move over the course of the next two years, eventually offering clients four different perspectives rather than a ‘house’ benchmark view. Glass Lewis says it can do this due to …
How Do You Know Which Issues to Engage On?
The initial obvious answer is to engage on issues that the investors you’re meeting want to talk about. That’s the primary purpose of engagement – to find out what investors want to know and give them that information. But you should be proactive if you know there are issues that you should be engaging on. Don’t let it always be shareholder driven. Obviously, if you …
The Misleading Campaign Against Retail Voting Programs
Following up on the ExxonMobil retail voting program that recently received Corp Fin no-action relief – that I blogged about a few weeks ago – here’s an excerpt from this Cooley Alert penned by Brad Goldberg and Michael Mencher: “Contrary to the allegations of the retail voting program’s detractors, the SEC’s no-action response provides clear guardrails to ensure that retail voting programs do not undermine …
SEC Chair Suggests Path to Eliminating Most Shareholder Proposals
Following up on my blog from Friday about the bombshell speech delivered by SEC Chair Paul Atkins about shareholder proposals, here’s an excerpt from this Cooley Alert penned by Brad Goldberg, Beth Sasfai, Reid Hooper, Michael Mencher and Liz Dunshee: “If submitting a precatory proposal is not a right shareholders have under Delaware law, then, according to Chairman Atkins, such proposals should be excludable under …
SEC Chair Atkins Speech Could Spell Death Knell for Non-Binding Shareholder Proposals
In a bombshell speech last night, SEC Chair Paul Atkins stated that one of his top priorities is to make being a public company an attractive proposition – and he noted that these are the three primary obstacles: His speech then focused on how the SEC might be able to help overcome the last two of these obstacles. On securities litigation reform, Chair Atkins took …
Type of Annual Meeting Format Varies By Country (Greatly)
This Glass Lewis “Proxy Season Briefing” might be fascinating for those that are US-centric and not aware of how much governance practices vary significantly around the world. Market practice particularly varies when it comes to the format of the annual shareholder meeting. A surprising number of countries have annual meetings where there is almost always an in-person component. This includes the United Kingdom, France, Sweden, …
What Should Be Seen as the Potential Outcomes of Shareholder Engagement?
Engagement needs to be both a strategic process and a two-way dialogue, because the investors you’re engaging with have their own goals for your engagement with them. Does each side have certain expectations as to where the engagement ultimately will go? Maybe. Between the company and the investor, there may well be a lack of alignment on the question of “Should this engagement have a …
What the No-Action Letter Landscape Tells Us About Preparing for 2026
Here’s the intro from this “Cooley Alert” penned by Brad Goldberg, Beth Sasfai, Reid Hooper, Michael Mencher, Justin Kisner and Stephanie Gambino: “The 2025 proxy season marked a turning point in the SEC’s administration of shareholder proposals. Over the course of the season, the staff of the Division of Corporation Finance (staff) received a significant increase in no-action requests under Rule 14a-8 of the Securities …
Texas AG Probes ISS and Glass Lewis Over ESG
As noted in this press release from Texas Attorney General Ken Paxton, he is investigating ISS and Glass Lewis “for potentially misleading institutional investors and public companies by issuing voting recommendations that advance radical political agendas rather than sound financial principles.” The press release notes his office has issued civil investigative demands to both firms to determine whether they violated Texas consumer protection laws, including …