No, I’m not referring to my age (I’m old, but not THAT old).
Rather, I’m referring to the supermajority shareholder votes that ISS has required, and that Glass Lewis now requires, for various matters. Specifically, for the past several years, ISS policy has looked askance at any company whose say-on-pay proposal garnered less than 70% of the votes cast. More recently, Glass Lewis has adopted a policy stating that boards should respond to any company proposal, including say-on-pay, that fails to receive at least 80% shareholder approval or any shareholder proposal that receives more than 20% approval.
Putting aside the irony that ISS and Glass Lewis have long railed against supermajority voting requirements imposed by companies, one wonders what the rationale is for upping the ante. One possible reason is frustration that, despite negative voting recommendations from proxy advisory firms, the overwhelming majority of say-on-pay proposals pass – and by relatively large margins. However, my hunch is that the real frustration is that companies don’t usually respond to shareholder proposals that don’t pass, and most shareholder proposals don’t pass.Continue Reading 80 is the new 50
Yes, it’s that time of year again. Turkey, Black Friday, decking the halls, office parties, and the annual issuance of 
The still relatively new SEC Chair, Jay Clayton, has let it be known that one of his missions is to improve the health of our IPO market and, thereby, to improve our capital markets generally. His minions – including a senior SEC Staff member I recently heard in Washington – have been spreading this gospel according to Jay.
Loyal readers of this blog won’t be surprised that we’re disappointed that the SEC has again perfunctorily approved another proposal of the Public Company Accounting Oversight Board, or PCAOB. (If you haven’t been following our blog, you can find our prior screeds 
With Chair Jay Clayton and Corp Fin Director Bill Hinman now in office for several months, the SEC seems to be gaining traction in a number of areas of interest to
This is a first for The Securities Edge – a book review. The book in question is The Chickenshit Club – Why the Justice Department Fails to Prosecute Executives by Jesse Eisinger. Mr. Eisinger is a writer for Pro Publica. He’s a very smart man and a good (even great) reporter; among other things, he’s won the Pulitzer Prize. I met him once and was impressed by his intellect and commitment.
Now that I have your attention, you may be disappointed to know that I’m referring to another s-word: “sustainability”. It’s surely one of the big governance words of 2017. Investors are pressuring companies to do and say more about it. Organizations are developing standards – sometimes inconsistent ones – by which to measure companies’ performance in it. And companies are dealing with it in a growing variety of ways, including through investor engagement and disclosure.
Earlier this month, the 
In late July, S&P Dow Jones and FTSE Russell announced that they were changing or proposing to change the standards that govern whether a company is included in their indices. Although their approaches differ, the changes would effectively bar most companies with differential voting rights from their indices, as follows:
Some of you may remember Christopher Cox, who served as SEC Chair from 2005 to early 2009, when he was succeeded by Mary Schapiro. His name doesn’t come up often, perhaps because his legacy was a weakened Commission tarnished by, among other things, the financial crisis and the Madoff scandal.