Columbia Law School
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After the recent proxy and shareholder proposal season, the Division considered whether additional guidance or changes to its process of administering Exchange Act Rule 14a-8 were warranted. As a result of that consideration, the staff focused on how it could
proxy season
New Survey Reveals Strong Shareholder Support for Companies to Follow a Code of Conduct for Political Spending
How do shareholders want companies to manage political spending? This is a critical question for senior management and boards as the 2024 elections enter the final stage and the 2025 proxy season opens. It’s particularly important and timely as companies …
ISS Discusses Human Rights-Related Shareholder Proposals
The topic of human rights is of major concern among many stakeholder groups, spanning the public, private, and social sectors (e.g., companies, investors, consumers, NGOs, governments, intergovernmental organizations, etc.). Human rights issues present material risks to not only companies, but …
ISS Reviews Shareholder Resolutions on Labor Issues
More shareholder resolutions were filed in the 2022 proxy season than in the previous year, with approximately 932 environmental, social, and governance proposals submitted at U.S. companies so far compared with 903 in 2021, according to ISS Voting Analytics data.
ISS Discusses 2022 Shareholder Resolutions on Political Spending
Shareholder resolutions filed in the 2022 proxy season included several different types of proposals focused on political spending by corporations, reflecting investor concerns that support of certain candidates and causes may be inconsistent with the stated values of the company.
Wachtell Lipton Discusses Executive Compensation Considerations – Looking Ahead and Staying Nimble
Unpredictability has dominated the economic climate over the last six months and likely will continue in the months ahead. Companies that swiftly and thoughtfully assess and respond to evolving challenges will most effectively manage through the pandemic. This theme applies …
ISS Offers 2019 Hong Kong Proxy Season Review
In early 2019, the government of Hong Kong proposed a bill that would allow for the transfer of criminal suspects to jurisdictions with which it does not have an extradition agreement, including Mainland China. The proposed extradition bill triggered an …
Cleary Gottlieb Discusses Shareholder Engagement Trends and Considerations
Shareholder engagement continues to be an important consideration for companies in communicating their long-term strategy and deepening relationships with their investors, and boards are becoming ever more involved in the process.
In PwC’s 2019 “Annual Corporate Directors Survey,” 51% of …
Davis Polk Discusses SEC’s Proposed Rules on Proxy Advisers, Shareholder Proposals
On November 5, 2019, at an open meeting the SEC voted (3 to 2) to propose amendments to the proxy rules. The proposed amendments relate to regulating proxy advisory firms. The Commission also voted to propose amendments with regard to …
SEC Announces Changes in Handling No-Action Requests on Shareholder Proposals
Latham & Watkins Discusses Key Compensation Items for 2019 Proxy Season
Even as the US government shutdown continues to create complexities for many companies,[1] it is business as usual for US public companies that are continuing their annual planning for the upcoming proxy season. Although 2019 introduces fewer significant changes …
Davis Polk and Semler Brossy Offer an Update on Say-on-Pay
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…
Wachtell Lipton Discusses the State of Play in Activism
As we approach the 2019 proxy season, developments since September 2017 prompt a brief updated review of the state of play.
- The threat of activism remains high, and has become increasingly global.
- Activist assets under management remain at elevated levels,
CamberView Partners Offers 2018 Proxy Season Preview
With the vast majority of annual meetings set to be held in the coming weeks, the contours of the 2018 proxy season are coming into focus. While previous years are remembered for defining initiatives — “say on pay” in 2011, …
Weil Discusses 2018 10-K and Proxy Season: Spotlight on Corporate Sustainability
Institutional investor calls for enhanced transparency regarding portfolio companies’ identification and management of evolving sustainability risks gained considerable momentum over the past year, as reflected in shareholder voting patterns during the 2017 proxy season, developments in investor “stewardship” codes and …
Proskauer discusses how Third Circuit Opinion Raises Uncertainty for the Ordinary Business Exclusion in Shareholder Proposals
Sullivan & Cromwell Discusses How Companies Should Prepare for Potential Proxy Disclosure Litigation
Plaintiffs’ attorneys have continued to bring, or threaten, litigation against U.S. companies following the filing of their annual proxy statements. These complaints generally allege disclosure deficiencies in connection with the approval of equity compensation plans and/or the advisory shareholder “say-on-pay” …