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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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ISS

The Need for Engaged Governance During Existential Crises: The Case of Aerojet Rocketdyne

By Eric Talley June 22, 2022 by renholding

Engaged shareholder voting is often perceived as the linchpin of sound corporate governance. That reputation is well deserved: Even as corporate governance has broadened its sights of late to accommodate a wider set of stakeholders, the pivotal role of shareholders …

Why Do Companies Going Public Choose Controversial Governance Structures, and Why Do Investors Let Them?

By Laura Field and Michelle Lowry June 21, 2022 by renholding

Over the past three decades, there has been increasing concern about how corporate governance structures such as classified boards and dual class stock entrench managers, reduce director effectiveness, and reduce firm value. Likely as a result, mature firms have increasingly …

Wachtell Lipton Discusses Board Oversight of ESG and the 2022 Proxy Season

By David M. Silk, Sabastian V. Niles and Carmen X.W. Lu April 4, 2022 by renholding

Last year’s proxy season saw investor support for an unprecedented number of ESG proposals, on issues ranging from climate change to human capital management to diversity, equity and inclusion.  Proxy advisory firms increasingly recommended that shareholders vote for such proposals.  …

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 …

ISS Discusses $4 Billion in Settlements Expected to Kick-Off 2022

By Jeff Lubitz January 13, 2022 by renholding

As 2021 came to a close, the final tally of new U.S. shareholder class action complaints declined for the second straight year (this followed a record number of new cases from 2017 – 2019). Industry experts point to three factors

…

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 …

Wachtell Lipton on Dealing with Activist Hedge Funds and Other Activist Investors

By Martin Lipton, Steven A. Rosenblum, Karessa L. Cain, Sabastian V. Niles and Anna Dimitrijević October 13, 2021 by renholding

Despite a short dip at the outset of the pandemic, activism has rebounded and now continues at an ever-growing intensity.  As we have previously noted, regardless of industry, size or performance, no company should consider itself immune from activism.  No …

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 …

Does Proxy Advice Allow Funds to Cast Informed Votes?

By John G. Matsusaka and Chong Shu July 22, 2021 by renholding

Our examination of the votes cast by 155 mutual funds on over 6 million corporate election items during 2004-2017 led us to a surprising conclusion: We found that Institutional Shareholder Services’ (ISS) proxy advice did not lead funds to vote …

Creating Controversy in Proxy Voting Advice

By Andrey Malenko, Nadya Malenko and Chester S. Spatt June 14, 2021 by renholding

Proxy advisory firms have emerged as major players in corporate governance by helping to address the public goods aspects of information production in corporate governance. These firms provide both a) recommendations on how to cast proxy votes and b) research …

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 …

ISS Surveys Regulatory Landscape of Annual Meetings and Covid-19

By Michael Laff April 8, 2020 by renholding

In response to the COVID-19 pandemic, securities regulators in several countries have published guidance that affords publicly listed companies greater flexibility regarding the type of annual general meeting (AGM) they can hold as well as when it can be held.…

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 …

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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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Bloomberg
Trump Plans Offshore Drilling Expansion
November 20, 2025
New York Times
Yen for Low Prices Boosts Walmart Sales
November 20, 2025
Freshfields' A Fresh Take
BIS Suspends “Affiliates Rule” on Exports
November 20, 2025
The Governance Beat
Ninth Circuit Temporarily Freezes California Climate Reporting
November 20, 2025
Sidley Enhanced Scrutiny
Delaware Chancery Limits Personal Jurisdiction in Crypto Theft Case
November 20, 2025
Bloomberg
Nvidia’s Huang Dismisses Bubble Fears
November 19, 2025
Reuters
Trump Mulls Preempting State AI Laws
November 19, 2025
Wall Street Journal
October Jobs Data Not Forthcoming
November 19, 2025
New York Times
Saudi Arabia Backs Elon Musk’s xAI
November 19, 2025
Brookings
Merge CFTC, SEC to Regulate Digital
November 19, 2025
Cleary M&A Watch
The Latest on No-Action Letter Changes
November 18, 2025
Wall Street Journal
Meta Defeats FTC Antitrust Case
November 18, 2025
Bloomberg
Elliott Wins CEO Change at Rexford
November 18, 2025
D&O Diary
SEC Enforcement Actions Decline
November 18, 2025
Reuters
SEC Eases 2026 Crypto Sector Exams
November 18, 2025
Wall Street Journal
Firm Layoff Tactics Keep Changing
November 17, 2025
New York Times
Crypto Flooded With Dirty Billions
November 17, 2025
The Governance Beat
SEC Exits Investor Proposal Processing
November 17, 2025
Delaware Corporate & Commercial Litigation Blog
Chancery Rules Bank Directors Face Liability for Illegal Overdraft Issue
November 17, 2025
Business Law Prof Blog
The Latest on Delaware Corporate Exits
November 17, 2025
Bloomberg
Zero-Day Options Limit Stock Rallies
November 16, 2025
Securities and Exchange Commission
Deputy Enforcement Chief Exits SEC
November 16, 2025
Securities Regulation and Corporate Governance Monitor
SEC Registration Tips Post-Shutdown
November 16, 2025
Deal Lawyers.com
Coinbase DExits to Pro-Crypto Texas
November 16, 2025
Business Law Prof Blog
How Trump Can Hurt Proxy Advisers
November 16, 2025
Bloomberg
Warner Bros. Shields CEO Pay in a Sale
November 13, 2025
Reuters
Verizon to Cut About 15,000 Jobs
November 13, 2025
Wall Street Journal
Paramount, Comcast, Netflix Prepare Bids for Warner as Deadline Nears
November 13, 2025
New York Times
UK OKs Small Nuclear Reactor in Wales
November 13, 2025
The Governance Beat
White House Mulls Proxy Adviser Limits
November 13, 2025
Bloomberg
October Jobs, CPI Data Reveal Unlikely
November 12, 2025
Wall Street Journal
U.S. Mints Its Final Pennies
November 12, 2025
The Governance Beat
Microsoft Excludes Shareholder Proposal Without No-Action Relief
November 12, 2025
The Block
SEC Chair Unveils “Token Taxonomy”
November 12, 2025
Deal Lawyers.com
Delaware Chancery Rules M&A Choice-of-Law Clause Covers Defamation
November 12, 2025
Bloomberg
CFPB Says Money Poised to Run Out
November 11, 2025
The Governance Beat
More Vanguard Funds Get Voting Choice
November 11, 2025
Washington Post
DOJ Struggles as Thousands Exit
November 11, 2025
Dealbook
SoftBank Sells Nvidia Stake to Pay for AI
November 11, 2025
D&O Diary
Backdoor Class Actions Thriving in UK
November 11, 2025
Wall Street Journal
Tariff Case May Define Scotus Chief
November 10, 2025
Bloomberg
BlackRock Faces 100% Private Loan Loss
November 10, 2025
Dealbook
Will Musk Get the $1 Trillion?
November 10, 2025
D&O Diary
First Brands Sues Founder: Misconduct
November 10, 2025
ThinkAdvisor
Is SEC Regulation by Enforcement Dead?
November 10, 2025
Bloomberg
Inflation Data Fog Thickens for Fed
November 9, 2025
Reuters
Retailers Promise Cheaper Thanksgiving
November 9, 2025
Wall Street Journal
Visa, Mastercard Near Merchants Deal
November 9, 2025
Dealbook
Debt Has Entered the AI Boom
November 9, 2025
D&O Diary
Tariffs Securities Suit Hits Carmax
November 9, 2025
Wall Street Journal
Europe Probes Nasdaq Over Antitrust
November 6, 2025
Bloomberg
Bayer Weighs Roundup’s Demise
November 6, 2025
Reuters
Tesla Shareholders OK $1 Trln Musk Pay
November 6, 2025
New York Times
UK Faces Up to Hard Economic Choices
November 6, 2025
D&O Diary
Should Securities Suits Go to Trial?
November 6, 2025
Bloomberg
Crypto Trust-Charter Bid Sparks Alarm
November 5, 2025
New York Times
Tariffs Send Automakers Into Chip Tizzy
November 5, 2025
Freshfields' A Fresh Take
SEC Ups Foreign Private-Issuer Scrutiny
November 5, 2025
Sidley Enhanced Scrutiny
Delaware Chancery Confirms Common Law Standard for Actual Control
November 5, 2025
Dykema
Dealmakers Warily Optimistic for 2026
November 5, 2025
Bloomberg
Trump’s Options If Scotus Nixes Tariffs
November 4, 2025
The Governance Beat
ISS Proposes 8 Voting Policy Changes
November 4, 2025
Wall Street Journal
Big Tesla Investor Rejects Musk Pay
November 4, 2025
D&O Diary
AI-Related Securities Suit Filed Against IC Design Software Firm
November 4, 2025
Deal Lawyers.com
M&A Anti-Reliance Clauses Skirt Risk
November 4, 2025
Wall Street Journal
Starbucks to Sell China-Business Stake
November 3, 2025
Bloomberg
Tylenol Deal Is Both Cheap and Risky
November 3, 2025
The Governance Beat
A Rare Pricing of IPO During Shutdown
November 3, 2025
CoinDesk
SBF Retrial-Appeal Hearing Next Week
November 3, 2025
Deal Lawyers.com
Ozempic Firm Deal Jumps for Metsera
November 3, 2025
Wall Street Journal
The Amazonification of Whole Foods
November 2, 2025
Bloomberg
Teslas’ Broken Doors Prompt US Probe
November 2, 2025
Delaware Corporate & Commercial Litigation Blog
Delaware Chancery Addresses Counsel Role in Two-Person Board Deadlock
November 2, 2025
Business Law Prof Blog
Telsla’s Proposal Bundling Looks Dodgy
November 2, 2025
New York Times
Big Tech AI Spending Accelerating
November 2, 2025
Bloomberg
Uber Eyes 100,000 Robotaxis in 2027
October 28, 2025
Reuters
Nvidia Value Nears Record $5 Trillion
October 28, 2025
Wall Street Journal
UPS Cuts 48,000 Jobs
October 28, 2025
New York Times
VW: Chip Loss May Hit Production
October 28, 2025
Reuters
Tesla Chair: Pay Vote Risks Musk Exit
October 27, 2025
Wall Street Journal
Amazon to Lay Off Tens of Thousands
October 27, 2025
New York Times
Qualcomm Joins AI Boom With Chips
October 27, 2025
The Governance Beat
SEC Reg Flex Agenda Evolves Subtly
October 27, 2025
Yahoo Finance
Trump Picks Selig as CFTC Chair
October 27, 2025
Bloomberg
MAGA Is Fueling a SPAC Revival
October 26, 2025
Fortune
SEC Levels Wells Notice Playing Field
October 26, 2025
Delaware Corporate & Commercial Litigation Blog
Delaware Chancery Dismisses Complaint Based on False Allegations
October 26, 2025
EY Merger Monthly
Is Dealmaking Getting Its Mojo Back?
October 26, 2025
Business Law Prof Blog
Update on Dexit to Texas, Nevada
October 26, 2025
Reuters
Consumers Seek $2.36 Bln from Google
October 23, 2025
Bloomberg
Why Meme-Stock Mania Persists
October 23, 2025
Wall Street Journal
Trump Pardons Binance Founder
October 23, 2025
Dealbook
Elon Musk’s Trillion-Dollar Pitch
October 23, 2025
The Governance Beat
Will Lack of Shareholder Proposals Mean More “Vote No” Campaigns?
October 23, 2025
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