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Proxy Advisory Firms

By Jeffrey A. Scudder

Each January, our firm invites general counsel, CFOs, controllers, and other representatives of our public company clients, as well as other outside advisers to public companies, to a series of presentations focused on “hot topics” for the upcoming proxy season. For the past several years, I have been tasked with providing an update on proxy advisory firms, most notably Institutional Shareholder Services (ISS; www.issgovernance.com) and Glass Lewis (www.glasslewis.com), and the evolving policy updates they issue on an annual basis.

Some would argue that I've been “drawing the short straw.” Truth be told, though, I enjoy the topic for the surprisingly animated and wide-ranging reactions it evokes (at least relative to the subject matter). Those in the audience who have significant experience dealing with ISS generally groan and shake their heads in frustration, particularly if they are seeking shareholder approval of a new equity plan at their upcoming annual meeting. Others who lack such experience typically appreciate that “ignorance is bliss” in this area, but tend to be puzzled by the influence of proxy advisory firms and the attention they command within large public companies.

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