Institutional Shareholder Services (ISS) has
published its
proposed voting policy changes for 2023 for comment.
Share Issuance Mandates on US Domestic Issuers
Incorporated Outside the US (impacts Irish
incorporated companies listed in the US)
ISS is seeking views on a proposed policy change which would
authorise issuances up to 20% of a company's issued share
capital, where not tied to a specific transaction or financing
proposal, for solely US listed issuers incorporated outside the US,
with renewal on an annual basis. This proposed change is intended
to better reflect the expectations and concerns of investors in the
US market. ISS currently evaluates share issuance mandate proposals
under the policy of the market of incorporation (e.g. Ireland).
However, such policies generally follow local listing rules and
best practice recommendations, which presume a local market listing
and companies with a primary or sole listing in the US believe that
being forced to
