Shareholder Activism, Engagement, Proxy Access and Other Governance Challenges in 2015

Public company directors and management are facing increasingly critical scrutiny from institutional investors and other shareholders, activists of every stripe, proxy advisory firms and regulators. To the consternation of many companies, the Chair of the Securities and Exchange Commission (“SEC”) recently announced the Staff’s temporary and targeted withdrawal from the shareholder proposal arena, declining this proxy season to issue no-action letters resolving disagreements between companies and shareholder proponents regarding “proxy access” proposals (among others). Large institutional investors, proxy advisory firms now formulating voting recommendations, and other interested observers are monitoring how companies respond to this and other looming governance challenges, with the verdict likely to be delivered in the relatively near future via the corporate ballot box.

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