Proxy advisory firms have been a challenging fact of life for corporate issuers for many years. Various factors have played a role in increasing the influence of these firms, including the Department of Labor’s 1988 Avon letter requiring ERISA trustees to vote pension plan shares in accordance with fiduciary duties, SEC rulemaking in 2003 requiring investment advisers to vote proxies in the best interests of their clients, and the advent of say-on-pay advisory votes mandated by Dodd-Frank. Recently, there have been a variety of U.S. and international efforts to review and reform the proxy advisory industry.
Two New Proxy Advisory Firm Developments: What They Mean for Corporate Issuers
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