SEC provides guidance on shareholder proposals and expands boards’ responsibilities

By Lauren Day on December 21, 2017 Posted in Shareholder Activism

On November 1, 2017, the staff of the US Securities and Exchange Commission’s Division of Corporation Finance (Staff) provided important guidance to companies and shareholders on how Staff will evaluate arguments to exclude shareholder proposals from proxy materials. Among other considerations, the Staff Legal Bulletin No. 14I (CF) (the Bulletin) deals primarily with the “ordinary … Continue reading

Board diversity: the latest metrics and government measures

By Trevor Zeyl on August 29, 2016 Posted in Corporate Governance

The diversity of boards has become a target of greater scrutiny. This scrutiny has come not only from activist investors seeking higher returns and better governance, but from governments and various interest groups outside the corporation. It has homed in on a variety of director characteristics, including length of tenure, age, gender, and visible minority … Continue reading

A Changing Climate for Proxy Advisory Firms: Developments in the US and Canada

By Jenny Yoo on September 30, 2014 Posted in Corporate Governance, Proxy Battles, Securities, Shareholder Activism, Uncategorized

The role of proxy advisory firms in the marketplace has been a focal point on both sides of the border as recent guidance by the US Securities and Exchange Commission (SEC) and the Canadian Securities Administrators (CSA) highlights the powerful influence of proxy advisory firms and need for increased accountability and transparency. In the US, … Continue reading