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CALIFORNIA CORPORATE & SECURITIES LAW

ISS Thinks Only Those Who Vote “No” Have A View

ISS Calls For Comments

The ISS Global Policy Board is inviting comments on its benchmark proxy voting guidelines.  The comment period has been extended to November 7, 2011.  Here is a listing of the policies changes put out for comment.

Today, I want to comment on ISS’ approach to Board responses to management say-on-pay (MSOP) votes.  ISS is proposing to clarify that “ISS will recommend CASE-BY-CASE on Compensation Committee members (or in rare cases where the full board is deemed responsible, all directors) and the current MSOP proposal if the company’s prior say-on-pay proposal received significant opposition from votes cast, taking into account” various factors.  You can read the complete proposal here.

As I discussed in this earlier post, there is a fundamental logical flaw in focusing on votes cast.  The true measure of opposition is the percentage of the shares outstanding and entitled to vote.  Those who do not vote are not objecting.

SEC Corrects Family Office FAQs

In this earlier post, I had noted that the SEC had asked the same question twice in its family office FAQs.  However, the SEC gave different answers to the same question.  After some inquiries, the SEC’s Office of Public Affairs notified me that the website has been corrected.  Here are the corrected FAQs.

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