Posts Tagged ‘Elizabeth Ising’

ISS To Revise QuickScore

Posted by Amy L. Goodman, Gibson, Dunn & Crutcher LLP, on Sunday January 19, 2014 at 9:00 am
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Editor’s Note: Amy Goodman is a partner and co-chair of the Securities Regulation and Corporate Governance practice group at Gibson, Dunn & Crutcher LLP. The following post is based on a Gibson Dunn alert by Ms. Goodman and Elizabeth A. Ising.

On January 8, 2014, Institutional Shareholder Services, Inc. (“ISS”) announced that it will launch a new version of QuickScore (“QuickScore 2.0”) on February 18, 2014. QuickScore benchmarks a company’s governance risk against other companies in the Russell 3000 Index based on a number of weighted governance factors. QuickScore 2.0 will use a different method to score companies’ governance risk and will automatically reflect changes in companies’ governance structures based on publicly disclosed information.

…continue reading: ISS To Revise QuickScore

SEC Grants Request to Exclude Rule 14a-8 Shareholder Proposal

Posted by Amy L. Goodman, Gibson, Dunn & Crutcher LLP, on Saturday October 12, 2013 at 9:08 am
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Editor’s Note: Amy Goodman is a partner and co-chair of the Securities Regulation and Corporate Governance practice group at Gibson, Dunn & Crutcher LLP. The following post is based on a Gibson Dunn alert by Ms. Goodman, Elizabeth A. Ising, and Ronald O. Mueller.

Gibson Dunn successfully represented DeVry Inc. in obtaining no-action relief from the SEC staff (the “Staff”) for the exclusion of a shareholder proposal requesting that DeVry “annually report to shareholders on the expected ability of students at Company-owned institutions to repay their student loans.” The shareholder proposal, which was submitted by the New York City Comptroller’s Office on behalf of several New York City pension funds, specified particular quantitative and other information to be included in the requested report.

…continue reading: SEC Grants Request to Exclude Rule 14a-8 Shareholder Proposal

ISS Releases Survey for 2014 Policy Updates

Posted by Amy L. Goodman, Gibson, Dunn & Crutcher LLP, on Sunday August 11, 2013 at 8:42 am
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Editor’s Note: Amy Goodman is a partner and co-chair of the Securities Regulation and Corporate Governance practice group at Gibson, Dunn & Crutcher LLP. The following post is based on a Gibson Dunn alert by Ms. Goodman, Elizabeth A. Ising, and Ronald O. Mueller.

Institutional Shareholder Services (“ISS”), the most influential proxy advisory firm, today launched its annual global policy survey. Each year, ISS solicits comments in connection with its review of its proxy voting policies. At the end of this process, in November 2013, ISS will announce its updated proxy voting policies applicable to 2014 shareholders’ meetings.

Results from the policy survey that ISS posted on its website today will be used by ISS to inform its voting policy review. The survey includes questions on a variety of governance and executive compensation topics, including:

…continue reading: ISS Releases Survey for 2014 Policy Updates

Shareholder Proposal Developments During the 2013 Proxy Season

Editor’s Note: Amy Goodman is a partner and co-chair of the Securities Regulation and Corporate Governance practice group at Gibson, Dunn & Crutcher LLP. The following post is based on a Gibson Dunn alert by Ms. Goodman, Gregory S. Belliston, Elizabeth A. Ising, Gillian McPhee, and Ronald O. Mueller.

Shareholder proposals continued to attract significant attention during the 2013 proxy season. This post provides an overview of shareholder proposals submitted to public companies during the 2013 proxy season, including statistics, notable decisions from the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) on no-action requests [1] and other Staff guidance, majority votes on shareholder proposals and litigation seeking to exclude shareholder proposals.

1. Shareholder Proposal Statistics and Voting Results

According to data from Institutional Shareholder Services (“ISS”), shareholders submitted approximately 820 proposals to date for 2013 shareholder meetings, up from approximately 739 proposals submitted for 2012 shareholder meetings. [2] The most common 2013 shareholder proposal topics, along with the approximate number of proposals submitted, were:

…continue reading: Shareholder Proposal Developments During the 2013 Proxy Season

Assessing Vague Shareholder Proposals Under Rule 14a 8(i)(3)

Posted by John F. Olson and Amy L. Goodman, Gibson, Dunn & Crutcher LLP, on Thursday March 28, 2013 at 9:22 am
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Editor’s Note: John F. Olson is a founding partner of Gibson, Dunn & Crutcher’s Washington, D.C. office and a visiting professor at the Georgetown Law Center; Amy L. Goodman is a partner and co-chair of the Securities Regulation and Corporate Governance practice group at Gibson, Dunn & Crutcher LLP. The following post is based on a Gibson Dunn alert by Ms. Goodman, Elizabeth Ising, Brian Lane, and Ronald Mueller.

During the 2012 proxy season, the SEC staff concurred that a number of high profile shareholder proposals could be excluded from company proxy statements because various key terms in the proposals were not adequately defined or explained within the text of the proposal and supporting statement. See e.g., WellPoint, Inc. (SEIU Master Trust) (avail. Feb. 24, 2012, recon. denied Mar. 27, 2012) (concurring with exclusion of an independent chair proposal that referred to the New York Stock Exchange standard of independence without defining it because “neither shareholders nor the company would be able to determine with any reasonable certainty exactly what actions or measures the proposal requires”); Textron Inc. (avail. Mar. 7, 2012) (arguing that a reference to the Rule 14a-8 eligibility requirements in a proxy access shareholder proposal was vague and indefinite, although the staff ultimately concurred with the exclusion of the shareholder proposal on other grounds); Dell Inc. (avail. Mar. 30, 2012) (concurring with the exclusion of a similar proxy access shareholder proposal because the proposal’s reference to the Rule 14a-8 eligibility requirements was vague and indefinite). While these no-action letters reflected long-standing SEC staff precedent, in the current proxy season, there has continued to be a large number of no-action requests arguing that various terms in shareholder proposals are undefined or vague and therefore excludable under Rule 14a-8(i)(3).

…continue reading: Assessing Vague Shareholder Proposals Under Rule 14a 8(i)(3)

ISS, Glass Lewis, and the 2013 Proxy Season

Posted by John F. Olson, Gibson, Dunn & Crutcher LLP and Georgetown Law Center, on Monday February 11, 2013 at 9:20 am
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Editor’s Note: John F. Olson is a founding partner of Gibson, Dunn & Crutcher’s Washington, D.C. office and a visiting professor at the Georgetown Law Center. The following post is based on a Gibson Dunn alert by Amy Goodman, Elizabeth Ising, Sean Feller, Gillian McPhee, Allison Balick and Kasey Levit Robinson.

Institutional Shareholder Services (“ISS”) and Glass, Lewis & Co., Inc. (“Glass Lewis”), the two major proxy advisory firms, recently released updates to their proxy voting policies for the 2013 proxy season. The ISS U.S. Corporate Governance Policy 2013 Updates (the “ISS Policy Updates”), which are available at http://issgovernance.com/policy/2013/policy_information, apply to shareholder meetings held on or after February 1, 2013. ISS also has released updated Frequently Asked Questions (the “ISS FAQs”), available at the link above, relating to its 2013 policies. The Glass Lewis Proxy Paper Guidelines for the 2013 Proxy Season (the “Glass Lewis Guidelines”) will be effective for annual meetings held on or after January 1, 2013. A summary of the updates to the Glass Lewis Guidelines is available here. This alert reviews the most significant ISS and Glass Lewis updates and suggested steps for companies to consider in light of these updated proxy voting policies.

…continue reading: ISS, Glass Lewis, and the 2013 Proxy Season

Key Year-End Considerations for Public Companies

Posted by John F. Olson, Gibson, Dunn & Crutcher LLP and Georgetown Law Center, on Friday November 23, 2012 at 12:09 pm
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Editor’s Note: John Olson is a founding partner of Gibson, Dunn & Crutcher’s Washington, D.C. office and a visiting professor at the Georgetown Law Center. This post is based on a Gibson Dunn alert by Amy Goodman, Elizabeth A. Ising, Gillian McPhee and Ronald O. Mueller.

With the arrival of fall, calendar-year companies are gearing up for what promises to be another busy proxy season, preparing for new rules that will impact their disclosures and governance practices, and planning their 2013 board and committee calendars. To assist public companies in these endeavors, we discuss below ten key items for corporate secretaries and in-house counsel to consider.

…continue reading: Key Year-End Considerations for Public Companies

Proxy Access Litigation and Next Steps

Posted by Amy L. Goodman, Gibson, Dunn & Crutcher LLP, on Thursday October 28, 2010 at 9:32 am
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Editor’s Note: Amy Goodman is a partner and co-chair of the Securities Regulation and Corporate Governance practice group at Gibson, Dunn & Crutcher LLP. This post is based on a Gibson Dunn memo by Ms. Goodman, John F. Olson, Ronald O. Mueller and Elizabeth Ising. Ms. Goodman and the other authors from Gibson Dunn are representing the Business Roundtable and the U.S. Chamber of Commerce, who are the petitioners in the case discussed below.

On Friday, October 8, 2010, the SEC and the petitioners jointly filed a proposed briefing schedule for the case before the Court of Appeals. In the filing, the SEC confirmed that it does not expect proxy access to be available for the 2011 proxy season, and instead seeks a court ruling by the summer of 2011, so that if the rules are upheld, they may be used in the 2012 proxy season. The motion stated that the stay “necessarily means that the Commission’s rule changes will not be available for use by shareholders during the 2010-2011 proxy season.”A copy of the motion is available here.

In their joint motion, the parties proposed to the court that the case be briefed in November through February, with the petitioners’ brief due on November 30, 2010 and the SEC’s brief due on January 19, 2011. Oral argument would be expected in March or April under this schedule, with a decision by the summer. The schedule is subject to approval by the Court of Appeals.

…continue reading: Proxy Access Litigation and Next Steps

Considerations for Directors in the 2010 Proxy Season

Posted by John F. Olson, Gibson, Dunn & Crutcher LLP and Georgetown Law Center, on Tuesday February 23, 2010 at 9:16 am
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Editor’s Note: John Olson is a founding partner of Gibson, Dunn & Crutcher’s Washington, D.C. office and a visiting professor at the Georgetown Law Center. This post is based on a Gibson Dunn alert by Mr. Olson, Amy Goodman, Elizabeth Ising, Gillian McPhee and Aaron Briggs.

The current economic and regulatory landscape poses unprecedented challenges for public companies and their boards of directors. They are facing scrutiny from shareholders, Congress, regulators and the public, and new proposals to address the causes of the financial crisis have been emerging on almost a daily basis for over a year now.

Some of these proposals have been adopted and some remain under consideration at a time when calendar-year companies are preparing for the 2010 proxy season, complicating the planning process. Of particular note, in December, the Securities and Exchange Commission (“SEC”) adopted new proxy disclosure rules that likely will be a focal point for public company directors, as the new rules relate to disclosures regarding the composition and operation of boards of directors. [1] This memorandum is an update of our client alert covering considerations for public company directors in the current environment issued on October 15, 2009.

…continue reading: Considerations for Directors in the 2010 Proxy Season

SEC Approves Amendments to NYSE Corporate Governance Listing Standards

Posted by John F. Olson, Gibson, Dunn & Crutcher LLP and Georgetown Law Center, on Saturday December 19, 2009 at 10:05 am
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Editor’s Note: John Olson is a founding partner of Gibson, Dunn & Crutcher LLP and a visiting professor at the Georgetown Law Center. The following post is based on a Gibson, Dunn & Crutcher client memorandum by Mr. Olson, Brian J. Lane, Ronald O. Mueller, Amy L. Goodman, Gillian McPhee, and Elizabeth Ising.

On November 25, 2009, the Securities and Exchange Commission (“SEC”) approved amendments to the corporate governance listing standards of the New York Stock Exchange (“NYSE”). The changes will take effect on January 1, 2010.

As discussed in more detail below, the amendments, which the SEC approved in the form proposed in the NYSE’s original release: (1) codify certain staff interpretations, (2) clarify various disclosure requirements, and (3) incorporate applicable SEC disclosure requirements into the NYSE listing standards. Because most of the amendments conform the NYSE listing standards to existing SEC rules, or are of a clarifying or updating nature, they should necessitate only minimal changes to a listed company’s governance practices and disclosures. The most significant change is the new requirement that companies notify the NYSE in writing after any executive officer becomes aware of “any” non-compliance with the corporate governance listing standards, rather than any “material” non-compliance, as currently required.

The SEC release approving the NYSE amendments can be found here. The NYSE filing outlining the proposed amendments includes a mark-up showing the proposed changes to the text of the corporate governance listing standards.

…continue reading: SEC Approves Amendments to NYSE Corporate Governance Listing Standards

 
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