Tag Archives: Institutional Shareholder Services

New ISS voting guidelines ramp up expectations for public companies

ast week Institutional Shareholder Services updated its proxy voting guidelines for annual shareholder meetings to be held on or after February 1, 2020.  The updates take a major step forward to advocate greater gender diversity on public company boards, express fresh opposition to super-voting shares and evergreen plan provisions, enhance support for independent board chairs, and make other important modifications.

  • Gender diversity: As it signaled last year,…
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Investor Concern Regarding Dual-class or Multi-class Stock Continues

On September 26, 2017, proxy advisory firm Institutional Shareholder Services (ISS) released the results of its annual Governance Principles Survey, which showed that 43% of surveyed investors consider multi-class capital structures with unequal voting rights inappropriate for a public company under all circumstances.  An equal percentage felt such structures may be appropriate in the presence of protections for low-vote shareholders.  Only 5% supported this structure without limitations. … More

Newly Public Companies May Face Immediate Governance Challenges

Investor advocates are turning the spotlight on the corporate governance practices of newly public companies that they regard as hostile to shareholder interests.  In connection with their IPOs, most companies adopt customary defensive measures to protect themselves from activist investors, who might otherwise take advantage of their typically smaller market capitalizations to try to seize control of the company.  These measures often include a classified board of directors, whose terms are staggered over three years. … More