Corporate governance - Vigil

The significant success of shareholder proxy access proposals this year is likely to result in even more shareholder proposals for proxy access in the 2016 proxy season. As of August 13, 2015, 82 shareholder proxy access proposals have come to a vote in 2015, and 48 have passed. In many cases, shareholder proposals were approved despite a pre-existing bylaw (most often adopted after the receipt of the shareholder proposal) or a conflicting proposal by the company with modestly more restrictive terms. The average vote in favor of all proposals was 54.4%, and ISS recommended for all shareholder proxy access proposals.

As shareholder activists continue to gain access to the boardroom with unprecedented frequency, it is more important than ever for executives and…

In recent years, companies have begun to voluntarily disclose supplemental calculations of executive compensation beyond those required by the Securities and Exchange Commission in the annual proxy. Our paper, Pro Forma Compensation: Useful Insight or Window-Dressing?, which was recently made publicly available on SSRN, examines the motivation to disclose adjusted compensation and the prevalence of this practice.

The cost of gaining “proxy access” may be largely falling on investors.

Coca-Cola Co. said Thursday it will permit so-called proxy access, joining a growing list of large U.S. companies making it easier for shareholders to nominate directors.

We are pleased to report that this week a group of forty-four U.S. Senators sent a letter to SEC Chair Mary Jo White expressing support for the rulemaking petition on corporate political spending submitted by the committee of corporate and securities law experts that we co-chaired. We are delighted that forty-four Senators have added their voices to the unprecedented support that the petition has already received.

Universities as perpetual ivory towers, though often meant as a pejorative, describes well universities’ special place in society as centers of learning with a mission distinct from that of businesses.

Proxy advisory firm Glass Lewis & Co. is recommending shareholders vote against a board proposal by Bank of America that would let the bank’s chief executive keep the title of chairman.

In the ongoing challenge to the SEC’s conflict minerals rule, the D.C. Circuit Court of Appeals, in a 2-1 decision, issued an opinion on August 18 upholding its April 2014 finding that a key aspect of the rule violates constitutional free-speech guarantees, a decision we discussed in this client newsflash.

Requests for waivers from regulatory disqualifications remain a topic of considerable import—and lively debate—for the Commission.

ISS Proxy Voting Survey, Due, Friday, 5:00 pm ET, Jill Radloff, ISS, Holly J. Gregory, Holly Gregory, Institutional Shareholder Services, ISS, policy, proxy

Activist hedge fundshave launched more non-U.S. campaigns this year than any yearsince the financial crisis, as managers slowly expand overseasin the face of a more challenging market at