The SEC’s 2019 fall agenda of its rulemaking actions under the Regulatory Flexibility Act (RFA) has been posted. The agenda, commonly referred to as the “Reg Flex Agenda,” is published semiannually and reflects the actions the Chairman anticipates the SEC will complete in the short term (within a year) and the long term (longer than a year).  As you may recall, Chairman Jay Clayton reduced the number of agenda items roughly two years ago in…

Yesterday, the SEC Division of Corporation Finance (Staff) announced that it has posted a chart as another channel to publicly communicate its responses to Exchange Act Rule 14a-8 no-action requests. This development follows the Staff’s announcement that, starting in the 2019-2020 proxy season, it may no longer provide a written response letter to all Rule 14a-8 no-action requests and may provide an oral response instead. The SEC may concur or disagree with the company’s position,…

Earlier this week, Institutional Shareholder Services Inc. (ISS) posted its U.S. Proxy Voting Guidelines, which include updates we previously discussed. The 2020 policies are effective for shareholder meetings occurring on or after February 1, 2020. Also, ISS recently published the U.S. Preliminary Compensation Policies FAQ that is designed to address questions that have been posed to ISS regarding potential changes to its compensation-related policies. Unless the document states otherwise, the methodologies contained in…

The U.S. Chamber of Commerce released this month a set of ESG voluntary reporting best practices. By releasing its best practice guide, the Chamber makes clear that it believes further regulatory requirements mandating ESG disclosures are not warranted. A departure from a one-size-fits-all approach, the best practices guide asserts that each company should have the discretion to determine which ESG factors and related metrics are relevant to it without necessarily being tied to the various…

Today, Institutional Shareholder Services Inc. (ISS) released its 2020 global proxy voting policy updates, which will generally be applicable for shareholder meetings on or after February 1, 2020. Consistent with the preview offered in its proposed 2020 voting policy changes (covered on our blog here), the updates to ISS’ U.S. proxy voting policies apply primarily to the proxy advisory firm’s treatment of (1) certain governance structures at newly public companies, including multi-class shares;…

Last Thursday, the SEC’s Investor Advisory Committee (IAC) held an open meeting, which included a session to discuss investor use of environmental, social and governance (ESG) data in their investment and capital allocation decisions. During this session, the IAC heard insights from and asked questions of a panel consisting primarily of ESG-focused investors, as well as one academic. The panelists represented investment management firms Neuberger Berman, AllianceBerstein, State Street Global Advisors and Calvert Research…

Glass Lewis (GL) has recently released its 2020 U.S. proxy season voting guidelines, which contain a few notable developments to consider in preparation for the upcoming proxy season.  These updates include changes related to the exclusion of shareholder proposals and company responsiveness to say-on-pay opposition, among other amendments, all of which are described in the sections that follow. Exclusion of Shareholder Proposals In September 2019, the SEC staff announced that it may sometimes respond…