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  • John C. Coffee, Jr. – Boeing and the Future of Deferred Prosecution Agreements By John C. Coffee, Jr.
  • Leveraging Information Forcing in Good Faith By Hillary Sale
  • The Dark Side of Safe Harbors Comment bubble 2 By Susan C. Morse
  • John C. Coffee, Jr. – Mass Torts and Corporate Strategies: What Will the Courts Allow? By John C. Coffee, Jr.
  • Compliance’s Next Challenge: Polarization By Miriam H. Baer
  • Will the Common Good Guys Come to the Shootout in SEC v. Jarkesy? And Why It Matters By Eric W. Orts
  • Climate Disclosure Line-Drawing and Securities Regulation By Virginia Harper Ho
  • Board Committee Charters and ESG Accountability By Lisa M. Fairfax
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Glass Lewis

How Proxy Adviser Competition Affects the Quality of Advice

By Odilon Camara, John Matsusaka and Chong Shu November 14, 2024 by renholding

Investors rely on proxy adviser recommendations to fulfill their fiduciary duty when voting in corporate elections. However, the proxy advisory industry is highly concentrated, with ISS and Glass Lewis controlling over 90 percent of the market,1 and the advice …

Wachtell Lipton Discusses Compensation Season 2024

By Jeannemarie O'Brien, Adam J. Shapiro, David E. Kahan, Michael J. Schobel and Erica E. Aho January 29, 2024 by renholding

In contrast to the volatility that vexed the economy in 2022, markets rose in 2023 as inflation fell and the labor market remained strong.  Entering 2024, ongoing international instability, rapidly changing technology and the United States presidential campaign are certain …

Should We Worry About Robo-Voting?

By John G. Matsusaka and Chong Shu October 10, 2023 by renholding

Robo-voting occurs when an investment fund mechanically follows the voting recommendations of its proxy adviser in corporate elections. The practice has become easier for funds with the development of online voting platforms that a proxy adviser can complete in advance …

Cahill Gordon Discusses Proxy Advisers’ Voting Guidelines for 2022

By Helene R. Banks, Geoffrey E. Liebmann, Kimberly C. Petillo-Décossard, Glenn J. Waldrip, Jr. and Sarah Klein-Cloud January 17, 2022 by renholding

Institutional Shareholder Services Inc. (ISS) and Glass, Lewis & Co. (Glass Lewis) have each issued their respective proxy voting guidelines for 2022, which include a number of noteworthy revisions, summarized below. The ISS updates are available here and will apply …

Wachtell Lipton Discusses ISS Final Voting Policies for the 2022 Proxy Season

By Andrew R. Brownstein, Andrea K. Wahlquist, Sabastian V. Niles, Justin C. Nowell and Ram Sachs December 14, 2021 by renholding

Institutional Shareholder Services (ISS) recently released its final U.S. voting policies, which largely track previously proposed policies and become effective for shareholder meetings held on or after February 1, 2022.  Glass Lewis released its final U.S. voting policies for the …

Milbank Discusses SEC Guidance on Shareholder Proposals and the Way to Regulate Climate Change

By Neil Whoriskey November 24, 2021 by renholding

As a result of the SEC’s most recent Staff Legal Bulletin[1] (“SLB”), shareholder proposals that focus on a “significant social policy” will not be excludable simply because the policy issue is not, in fact, “significant” to the company receiving …

McMillan Discusses Key Considerations in Implementing Shareholder Votes on Climate

By Ravipal S. Bains, Gavyn Backus and Andjela Sabet August 2, 2021 by renholding

As the momentum of shareholder engagement on climate-related matters continues to grow across the globe, including in Canada, these issues remain a key focus area for public companies. One of the tools that has gained prominence is the so-called “Say …

The Politics of Institutional Shareholder Voting: Transparency Before Reform

By Isabel Verkes August 13, 2020 by renholding

On July 22, the SEC finalized a sweeping rule change to enhance the transparency around the role of proxy advisers. This follows an earlier proposal to reform the process for including shareholder proposals in a company’s proxy statement.[1] These …

The New Civil Code: ISS and Glass Lewis as Lawmakers

By Neil Whoriskey July 28, 2020 by renholding

ISS and Glass Lewis have arrogated to themselves the power to make law, promulgating a civil code of astounding breadth and detail, ruling over decisions on board composition, director qualifications, term limits, majority voting standards, executive compensation, capital structure, poison …

The Competitive Landscape of the Proxy Advice Market

By Chong Shu June 25, 2020 by renholding

Despite long-standing efforts to understand the proxy advice market, there is no way to identify the firms that supply specific investors with proxy advice, making claims about market shares conjectural at best. Nevertheless, it is widely believed that ISS and …

Why Proxy Advice Might Be Slanted

By John G. Matsusaka and Chong Shu April 30, 2020 by renholding

In the last two decades, the proxy advice market has consolidated into two companies that some believe control as much as 97 percent of that market, leaving little diversity in available advice. The companies, ISS and Glass Lewis, are opaque …

Why the SEC Proposal to Regulate Proxy Advisors Is Flawed

By Ken Bertsch February 19, 2020 by renholding

[Editor’s Note: This and the piece that immediately follows offer a point/counterpoint on the SEC’s proxy advisor proposal.] The Council of Institutional Investors opposes the SEC’s proposal to create a new regulatory structure for proxy advisory firms.[1]…

Why the SEC’s Proposed Rules on Proxy Advisors Are Necessary

By Bernard S. Sharfman February 19, 2020 by renholding

The Securities and Exchange Commission’s (SEC’s) recently proposed Amendments to Exemptions from the Proxy Rules for Proxy Voting Advice are an efficient and necessary response to the “collective action” problem that is imbedded in the shareholder voting of public companies …

Cahill Gordon Discusses Glass Lewis and ISS 2020 Voting Guidelines

By Helene R. Banks, Geoffrey E. Liebmann, Ross Sturman, Joseph E. Cho and Tina M. Davis December 10, 2019 by renholding

Both Glass, Lewis & Co. (“Glass Lewis”) and Institutional Shareholder Services Inc. (“ISS”), the leading providers of corporate governance and proxy advisory services, have now published their 2020 proxy voting guidelines.  The Glass Lewis guidelines[1] will take effect for …

Wachtell Lipton Discusses 2020 Voting Policies from ISS and Glass Lewis

By Andrew R. Brownstein, Sabastian V. Niles, Andrea K. Wahlquist and Carmen X.W. Lu November 15, 2019 by renholding

Proxy advisory firms Institutional Shareholder Services (ISS) and Glass Lewis recently announced updates to their U.S. proxy voting policies for the 2020 proxy season. ISS’s new policies will apply to shareholder meetings held on or after February 1, 2020 and …

Wachtell Lipton Discusses Board Development and Director Succession Planning

By Sabastian V. Niles June 11, 2019 by renholding

The intensifying spotlight turned on boards of directors and management teams by investors prompts a fresh look at how public companies approach board development, director succession planning and refreshment in advance of an activist attack, shareholder unrest or a crisis …

Davis Polk and Semler Brossy Offer an Update on Say-on-Pay

By Kyoko Takahashi Lin, Ning Chiu, Alicyn Gilbert, Blair Jones and Kathryn Neel December 5, 2018 by renholding

The proxy season is just around the corner for calendar year public companies, and, ahead of the season, two major proxy advisory firms, Institutional Shareholder Services (ISS) and Glass Lewis, recently released their 2019 policy updates. ISS’s 2019 policy updates…

Cleary Gottlieb Discusses Updates to Proxy Adviser Guidelines

By Michael Albano, Julia M. Rozenblit and Emily Barry November 12, 2018 by renholding

As 2018 draws to a close, both Institutional Shareholder Services Inc. (“ISS”) and Glass Lewis are in the process of updating their 2019 proxy voting guidelines.

In mid-October, ISS launched its 2019 benchmark voting policy consultation period, pursuant to which …

The Subversion of Shareholder Democracy and the Rise of Hedge-Fund Activism

By Jang-Sup Shin September 6, 2018 by renholding

Hedge fund activists are technically just minority shareholders, yet they exert enormous influence, often forcing companies to undertake fundamental restructuring and substantially increase stock buybacks and dividends. For instance, Third Point Management and Trian Fund Management, holding only 2 percent …

Cleary Gottlieb Discusses Long Term Investors’ Duty to Revive the Staggered Board

By Neil Whoriskey June 11, 2018 by renholding

Beyond the cacophonous din of voices calling for companies to serve a “social purpose,” adopt a variety of governance proposals, achieve quarterly performance targets, and listen to (and indeed even “think like”) activists, there is now, most promisingly, a call …

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Each business day, our team sifts through blog posts, news stories, and other sources to keep up-to-date on relevant recent developments. The following links will take you to our recommended selections. To see the sources we follow click Filter Sources.

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Freshfields' A Fresh Take
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Freshfields' A Fresh Take
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Ripple, Judge in Settlement Standoff
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Reuters
SEC Takes Aim at AI Washing
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Congestion Pricing Freeze Blocked
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Reuters
U.S. Will have Golden Share in Nippon Steel’s Takeover of U.S. Steel
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Salesforce Strikes Deal for Informatica
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Southwest Airlines Sets Baggage Fee
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Reuters
Nvidia to Launch Cheaper Blackwell AI Chip for China After U.S. Export Curbs
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Xi Mulls New Made-in-China Plan
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Dealbook
Trump Takes on Apple
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Change Comes to State Corporate Laws
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