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CALIFORNIA CORPORATE & SECURITIES LAW

Does ISS’ Voting Recommendations Reflect Analysis Or Consensus?

I always appreciate comments from readers of this blog.  One reader responded to yesterday’s post concerning ISS opposition to classified boards: “You seem to be under the impression that ISS comes up with its guidelines through academic research.  Although that CAN come into play, it is much more directly shaped by the policies of its customers.” (emphasis in original).

According to ISS, it does examine relevant studies:

The policy review and update process begins with an internal review of emerging issues and notable trends across global markets. Based on information gathered throughout the year (particularly from investor and issuer feedback during proxy season), ISS forms policy committees to examine various governance topics in specific global markets. As part of this process, the policy team examines relevant academic research, other empirical studies, and commentary by market participants. ISS also conducts surveys, convenes roundtable discussions, and posts draft policies for a review and comment period. Based on this broad input, ISS’ Global Policy Board reviews and approves final policy updates for the following proxy year.

Yesterday’s post mentioned a reply by Professors Bebchuk and Cohen to Professors Cremers’ and Sepe’s paper, Board Declassification Activism: The Financial Value of the Shareholder Rights Project.  Professors Cremers and Sepe have published a sur-reply, Board Declassification Activism: Why Run Away from the Evidence?

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