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CALIFORNIA CORPORATE & SECURITIES LAW

Would Glass Lewis Have Anything To Do If It Were Consistent?

Ralph Waldo Emerson famously derided a foolish consistency, famously writing in his essay, Self-Reliance: “With consistency a great soul has simply nothing to do. He may as well concern himself with his shadow on the wall. Speak what you think now in hard words, and to-morrow speak what to-morrow thinks in hard words again, though it…

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Is ISS A Board Declassification Denier?

Institutional Shareholder Services (aka ISS) recently published its 2018 Americas Proxy Voting Guidelines Update.  Among other changes, ISS will now recommend a vote against or withhold from the entire board of directors (except new nominees, who will be considered case-by-case) if the company has opted into, or failed to opt out of, state laws requiring a classified…

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If ISS’ Proposed Political Spending Updates Are Adopted, We’ll All Be Wearing A Size 14*

The ISS Global Policy Board recently solicited comments with respect to its proposed updates to its benchmark proxy voting guidelines. One of the policy changes under consideration relates to corporate political spending disclosure proposals.  Under ISS’ current guidelines, these proposals are evaluated on a case-by-case basis. ISS is now proposing to change its position to a “generally vote…

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