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ARTICLE · 30 JULY 2020

SEC Adopts Proxy Voting Advice Rule Amendments

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On July 22, 2020, the US Securities and Exchange Commission (SEC) adopted amendments (Final Rules) to its proxy solicitation rules that are designed to enhance the transparency...

United StatesCorporate/Commercial Law
Laura Richman
Laura Richman
Robert Gray, Jr.
Robert Gray, Jr.
Michael Hermsen
Michael Hermsen
David Schuette
David Schuette
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On July 22, 2020, the US Securities and Exchange Commission (SEC) adopted amendments (Final Rules) to its proxy solicitation rules that are designed to enhance the transparency, accuracy and completeness of the information that proxy voting advice businesses (proxy advisors), such as Institutional Shareholder Services Inc. (ISS) and Glass, Lewis & Co., provide to investors and others who vote on behalf of investors.1

The Final Rules codify the SEC's position that voting advice produced by proxy advisors generally constitutes a solicitation under the proxy rules. The Final Rules add new conditions to the exemptions to the information and filing requirements of the proxy rules that proxy advisors have historically relied on. As a result, proxy advisors will have to:

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This Mayer Brown article provides information and comments on legal issues and developments of interest. The foregoing is not a comprehensive treatment of the subject matter covered and is not intended to provide legal advice. Readers should seek specific legal advice before taking any action with respect to the matters discussed herein.

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