Mergers and Acquisitions, Corporate Governance, Shareholder Activism
The following post was originally included as part of our recently published memorandum “Selected Issues for Boards of Directors in 2020”.
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…
The following post was originally included as part of our recently published memorandum “Selected Issues for Boards of Directors in 2020”.
Investors and other stakeholders continue to focus on environmental, social and governance (ESG) issues at public companies, both as a driver of financial performance and as a factor of social importance.
The…
The following post was originally included as part of our recently published memorandum “Selected Issues for Boards of Directors in 2020”.
We foresee investors continuing to both refine and expand their demands on corporate boards in 2020. With the particular focus on board refreshment and diversity, significant pressure is placed on nominating and…
On December 2, 2019, The Conference Board and Cleary Gottlieb Steen & Hamilton LLP hosted a panel discussion on key corporate governance considerations for the 2020 proxy season. The panelists were Sandra L. Flow, Partner, Cleary Gottlieb, Mary E. Alcock, Counsel, Cleary Gottlieb and William Ultan, Managing Director, Corporate Governance, Morrow Sodali. The panel was moderated by Paul Washington, Executive Director, ESG Center, The Conference Board.
Continue Reading Cleary Gottlieb Participates in Panel Discussion on Outlook for the 2020 Proxy Season
On November 5, the SEC released its widely anticipated proposed changes to some of the procedural requirements for shareholder proposals to be included in management’s proxy statement under Exchange Act Rule 14a-8. In this latest release, the SEC addresses procedural requirements that it has not revised in more than 20 years. The release proposes five…
On November 5, a divided Securities and Exchange Commission (“SEC”) proposed new rules about proxy advisory firms. The proposed rules would, if adopted, have three principal effects:
…
On August 21, the Securities and Exchange Commission (“SEC”) adopted (1) guidance on the proxy voting responsibilities of investment advisers under the Investment Advisers Act and related rules (the “Advisers Guidance”) and (2) interpretation and guidance on the applicability to proxy voting advice of the rules on proxy solicitation under the Securities Exchange Act (the “Solicitation Guidance”).
Continue Reading In its Highly Anticipated Guidance on Proxy Advisory Firms, the SEC Proceeds With Caution
On July 18, 2019, The Conference Board and Cleary Gottlieb Steen & Hamilton LLP hosted a panel discussion on the 2019 proxy season highlights and trends, including the considerations companies have been evaluating during engagement with investors. The panel also discussed the continuation of significant governance issues for companies, such as in the areas of board composition, diversity, environmental issues and the interrelationship between shareholder issues and those in the news cycle. The panelists were Pamela Marcogliese, Partner, Cleary Gottlieb, Elizabeth Bieber, Associate, Cleary Gottlieb and Theresa Molloy, Vice President, Governance and Shareholder Services, Prudential Financial. The panel was moderated by Paul Washington, the new Executive Director of ESG Center at The Conference Board.
Continue Reading Cleary Gottlieb Participates in Panel Discussion on Highlights of the 2019 Proxy Season
Recently, Vanguard updated its Vanguard Fund proxy voting guidelines, disclosing a proxy voting policy relating to what Vanguard considers to be overboarded directors, based on the evolving role of directors and its assessment of the time and energy required to effectively fulfill director responsibilities.
Continue Reading How Many Directorships is Too Many? Vanguard’s Evolving View
Following its 2019 benchmark voting policy consultation period, Institutional Shareholder Services (“ISS”) recently released its updated voting guidelines for the 2019 proxy season.[1]
A summary of notable governance and compensation policy updates is provided below. Most significantly, the updated guidelines suggest that ISS continues to be focused on enhancing shareholder rights through increased board responsiveness and accountability. In general, the updated proxy voting guidelines will be in effect for annual meetings occurring on or after February 1, 2019. In connection with their preparations for the 2019 proxy season, U.S. public companies should consider the applicability of the new guidelines in light of their individual facts and circumstances.
Continue Reading ISS Updates its 2019 Proxy Voting Guidelines
WE VALUE YOUR PRIVACY
This site uses cookies and full details are set out in our Cookie Policy. Essential Cookies are always on; to accept Analytics Cookies, click "I agree to all cookies."
