ISS has requested that we update our previous blog post on their draft voting policy updates to inform market participants that they have extended the deadline for receiving comments to N...
Yesterday the SEC Staff issued Staff Legal Bulletin No. 14F (SLB 14F), which addresses the mechanics related to proof of eligibility to submit shareholder proposals under Rule 14a-8(b), t...
What will cause ISS to recommend withhold or against the election of compensation committee members as a result of poor say-on-pay votes in 2012? A hint lies in the just-released ISS dra...
As we prepare for the upcoming proxy season and the answer to the question of whether we will see many, any, or only a few targeted, proxy access shareholder proposals (see the Davis Polk...
MSCI, the parent company of ISS, recently announced that Gary Retelny, a member of MSCI’s Executive Committee and its Corporate Secretary, has been appointed President of ISS. As ISS i...
The SEC’s changes to Exchange Act Rule 14a-8(i)(8), which went into effect yesterday, generally will require companies to include in their proxy materials shareholder proposals addressi...
The 2011 Corporate Board of Directors Survey from Stanford’s Rock Center and Heidrick & Struggles suggests that active CEOs may not make the best board members. We asked Professor Davi...
The SEC issued a press release today confirming that it is not seeking rehearing of the court decision to vacate the proxy access rule it had adopted, Rule 14a-11. Of particular interest...
Earlier this week, the SEC announced a settlement with the former CFO of Beazer Homes USA to clawback incentive compensation and profits from the sale of Beazer stock of more than $1.4 mi...
A fairly recent development in governance proposals has been the surge in proposals seeking the ability of shareholders to act by written consent, in lieu of a meeting. The proposal has g...
