On Monday, thanks in large part to extraordinary efforts and engagement on the part of our members, Securities Law Chair Jared Brandman, and Society leadership and staff, the Society submitted comment letters: here and here on the two critical outstanding SEC rule proposals on proxy voting advice and the shareholder proposal requirements, respectively. Additional comment letters posted on the SEC website thus far on these proposals are here and here.
Relatedly, SEC Commissioner Elad Roisman's noteworthy speech last week: "Myths and Realities: Modernizing the Proxy Rules" effectively countered key misperceptions and misrepresentations concerning the two rule proposals on the basis of facts, rather than rhetoric. The Society's comment letters further support the realities addressed in Commissioner Roisman's speech based on numerous actual member and Society leadership and staff experiences on these issues over a period of many years, and - with regard to proxy advisors specifically - candidly note the dynamics that discourage issuers from speaking out publicly on a number of these issues notwithstanding their significant impacts.
As previously reported, ISS sued the SEC over its new proxy advisor-related interpretation and guidance issued last August. Subsequently, Bloomberg Law, Intelligize, and Cooley reported that the litigation was stayed until the earlier of January 1, 2021 or the promulgation of final rules at the completion of the current proxy voting advice rulemaking (which - in part - codifies that August 2019 guidance).
See this Reuters article, and stay tuned for further developments. This post first appeared in this week's Society Alert!