ISS has opened the comment period on potential
changes to its voting policies for 2020. In the U.S., ISS is
seeking comment on proposed changes related to sunset provisions
for multi-class stock structures, share buybacks and shareholder
proposals on independent board chairs. Responses are due by October
18 at 5 p.m., E.T.
Multi-class structures. In the updates, ISS has decided
that the topic of dual- or multi-class structures now merits its
own policy provision, separate from other issues related to
governance structure that ISS views as problematic. Under the
proposed new policy, for newly public companies, ISS would
generally vote against or withhold from the entire board (except
new nominees, who would be considered on a case-by-case basis) if,
before or as part of the IPO, the company implemented a multi-class
capital structure with unequal voting rights—unless the the
structure is subject to a reasonable, time-based sunset
provision. By definition, however, any
