Tag archives: ISS

ISS releases 2018 Americas Proxy Voting Guidelines Updates

On November 16, 2017, Institutional Shareholder Services (ISS) released its 2018 Americas Proxy Voting Guidelines Updates (the Updates). These updates implement changes in a number of areas, with the most significant being a gender diversity policy and new criteria for determining when a director is “overboarded”. Except where indicated below, the changes are effective for … Continue reading

Key takeaways from the first half of 2015

ISS’ preliminary postseason review for 2015 provides a report on U.S. activism trends in 2015.  ISS identifies five key takeaways from the first half of 2015: Proxy access proposals arrived in a big way this season, with almost 120 proposals and average votes in favour of 54.4% (a jump of more than 20 percentage points from … Continue reading

Ontario Court Sheds New Light on Advance Notice Bylaws

In its recent decision in Orange Capital, LLC v Partners Real Estate Investment Trust, 2014 ONSC 3793, the Ontario Superior Court has offered new guidance on the interpretation of advance notice provisions used in the context of a proxy contest.  The decision is another victory for Norton Rose Fulbright’s Special Situations team, which represented Orange … Continue reading

ISS pulls the “golden leash”, but has it gone too far?

The most publicized proxy battle of 2013, Agrium Inc.’s showdown with activist US hedge fund Jana Partners, introduced the concept of the “golden leash” to the Canadian proxy scene.  Jana nominated four independent directors to the board of Agrium, and offered to pay them, on top of their compensation as directors, a percentage of any … Continue reading
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