All items from Davis Polk Briefing: Governance

The D.C. Circuit Court of Appeals has granted the petitions for panel rehearing by the SEC and Amnesty International on the conflict minerals case, and have ordered the parties to file supplemental briefs to address the following specific questions:
What effect, if any, does this court's ruling in the American Meat Institute case have on the First Amendment issue in this case regarding the conflict minerals disclosure requirement;
What is the meaning of “purely factual and uncontroversial information” as used in the Zauderer case and American Meat Institute case; and
Is the determination of what is “uncontroversial information” a question of fact?



Posted 4 days 12 hours ago

Directors can provide more insight on how they govern their companies, and investors can give more information on how they cast their votes, so that there is less mystery from both sides, stated Vanguard Chairman and CEO F. William McNabb in a recent speech at the University of Delaware's Weinberg Center for Corporate Governance. 



Posted 5 days 11 hours ago

The final day for companies to verify the data that will form the basis of their ISS QuickScore 3.0 is tomorrow, November 14. The program closes after that time until the launch of QuickScore 3.0 on November 24. While data verification can still take place after that date, by that point companies may already be assigned a governance score based on possibly faulty information.  



Posted 1 week 3 days ago

A new form of shareholder proposal focused on environmental and social issues does not ask the company to, for example, report on reducing emissions. Instead, the proposal is focused on how institutional investors vote on those kinds of proposals.



Posted 1 week 5 days ago

In preparation for the 2015 proxy season, companies should be aware of the updates to the policies that govern how the two influential proxy advisory firms, ISS and Glass Lewis, will be advising shareholders on significant ballot items, including governance, compensation and environmental and social matters. Davis Polk’s memo on the these changes is here.



Posted 2 weeks 2 days ago

In what is being called the “Boardroom Accountability Project,” the New York City Comptroller, on behalf of the New York City Pension Funds, issued a press release yesterday announcing that they had submitted proxy access shareholder proposals to 75 companies. The New York Times reported on this initiative on the same day.



Posted 2 weeks 2 days ago

Both ISS and Glass Lewis have released their policy updates for the 2015 proxy season, with new guidelines for board adoption of bylaws, IPO companies, independent chair shareholder proposals, and equity plans seeking shareholder approval, among others.  
We will be providing a client memo with more information shortly.



Posted 2 weeks 3 days ago

A study by the CFA Institute has been quoted in shareholder proposals seeking proxy access for a particularly notable statement: that proxy access has the potential to raise U.S. market capitalization by between $3.5 billion and $140.3 billion. 



Posted 2 weeks 4 days ago

A database of compliance policies for Fortune 500 companies, launched by the University of Houston Law Center, should help companies that want to benchmark their protocols.  



Posted 2 weeks 5 days ago

 In a novel request, Whole Foods has submitted a no-action letter to the SEC seeking to exclude a proxy access shareholder proposal under Rule 14a-8(i)(9), because the company’s board has decided to seek shareholder approval to amend its bylaws for its own proposal that the company argues conflicts with the shareholder proposal.



Posted 3 weeks 2 days ago