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Proxy Advisory Firms

SEC Proposed Amendments To Rule Governing Proxy Advisory Firms

As anticipated on November 5, 2019, the SEC issued two highly controversial rule proposals.  The first is to amend Exchange Act rules to regulate proxy advisors.  The second is to amend Securities Exchange Act Rule 14a-8 to increase the ownership threshold requirements required for shareholders to submit and re-submit proposals to be included in a company’s proxy statement.  For a review of my blog on the Rule 14a-8 proposed amendments, see HERE.  The new proposed rules are very controversial, but overdue and necessary.  I am in support of both rules.

The SEC has been considering the need for rule changes related to proxy advisors for years as retail investors increasingly invest through funds and investment advisors where the asset managers rely on the advice, services and reports of proxy voting advice businesses.  It is estimated that between 70% and 80% of the market value of U.S. public companies is held by institutional investors, the majority of which use proxy

SEC Issues Guidance On Proxy Advisory Firms

On August 29, 2019, the SEC issued anticipated guidance related to the application of the proxy rules to proxy advisory firms.  Market participants have been very vocal over the years regarding the need for SEC intervention and guidance to rein in the astonishing power proxy advisor firms have over shareholder votes, and therefore public companies in general.  The new SEC interpretation clarifies that advice provided by proxy advisory firms generally constitutes a “solicitation” under the proxy rules including the necessity to comply with such rules and the related anti-fraud provisions.   On the same day, the SEC issued guidance on the proxy voting responsibilities of investment advisors, including when they use proxy advisory firms.  This blog focuses on the guidance directly related to proxy advisory firms.

The SEC has been considering the role of proxy advisors for years.  In 2010 it issued a concept release seeking public comment on the role and legal status of proxy advisory firms within the

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