Publication
Texas Business Court: What you need to know on day one
In June 2023, the Texas Legislature enacted legislation creating a new trial court and a new court of appeals with jurisdiction over certain complex business disputes.
Author:
Global | Publication | November 2018
Institutional Shareholder Services (ISS) and Glass Lewis (GL) have both updated their proxy voting guidelines for the 2019 proxy season. Key changes to the guidelines include board gender diversity, director overboarding, virtual meetings and environmental and social risks. The revised guidelines are applicable to meetings held in 20191.
Since the end of 2014, the Canadian Securities Administrators have required TSX-listed issuers to disclose whether they have adopted a written policy relating to the nomination of women directors and executive officers and, if so, how the board or its nominating committee measures the effectiveness of such policy. If no policy has been adopted, issuers must disclose why not. Notwithstanding this disclosure obligation, gender diversity continues to be an important issue for ISS and GL as provided in the guidelines described below.
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The issue of director overboarding and whether a director can effectively discharge his or her duties when serving on multiple boards continues to draw the attention of institutional shareholder groups
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Virtual shareholder meetings enable shareholders to participate in meetings electronically. ISS and Glass Lewis have both expressed concern that such meetings may restrict the ability of shareholders not present in person to fully participate at such meetings.
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ISS continues in 2019 to recommend voting on a case-by-case basis on environmental and social (E&S) proposals. 2019 guidance has been updated to update factors taken into account in determining recommendation, including making it explicit that a factor to be considered will be whether there are significant controversies, fines, penalties or litigation associated with E&S proposals | GL may recommend voting against members of the board who are responsible for oversight of E&S risks where companies have not properly managed or mitigated E&S risks |
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Depending on their institutional shareholder base, issuers will also want to consider the voting recommendations issued by other institutional shareholders that may, in some instances, exceed the ISS and GL guidelines. Copies of the ISS 2019 Americas Proxy Voting Guidelines updates can be accessed here and the GL Proxy Paper Guidelines Recommendations can be accessed here.
1 The ISS guidelines are effective for meetings held on or after February 1, 2019, and the GL guidelines are effective for meetings held on or after January 1, 2019.
Publication
In June 2023, the Texas Legislature enacted legislation creating a new trial court and a new court of appeals with jurisdiction over certain complex business disputes.
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