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Institutional investor; proxy advisors; Securities and Exchange Commission; SEC; reform; corporate law; Chamber of Commerce; shareholder; shareholder meetings; public company; Council of Institutional Investor; assets under management; AUM; public equity; Department of Labor; DOL; Employee Retirement Income Security Act; ERISA; duty of care; captial market; Instituional Shareholder Services; ISS; Avon Letter; say-on-frequency; say-on-pay; Proxy Voting Rule; Securities Exchange Act; Rule 14a-3; NYSE Rule 452; Staff Legal Bulletin No. 20; Jay Clayton; Chamber of Commerce; American Council for Capital Formation; ACCF; Blind Reliance; influence; duty of loyalty; ordinary course of business; proxy contest; mutual fund; Biden; robo-voting;
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Full-Text Articles in Law
Proxy Advisors As Issue Spotters, Douglas Sarro
Proxy Advisors As Issue Spotters, Douglas Sarro
Brooklyn Journal of Corporate, Financial & Commercial Law
When institutional investors hire proxy advisors to prepare reports on matters up for vote at public company shareholder meetings, are they interested primarily in acquiring a bottom-line recommendation on how to vote, on which they can then blindly rely? Or in acquiring information that will help them make their own voting decisions? Supporters of controversial reforms introduced by the Securities and Exchange Commission (SEC) in 2019 and 2020 gravitate toward the former position, arguing that reform is needed to discourage undue reliance on proxy advisor recommendations. Opponents gravitate toward the latter position, arguing that additional regulation generally is unnecessary given …