Federal Register: SEC Issues Proxy-Advisor Guidance and Rule Interpretations
The recently approved SEC Proxy-Advisor Guidance and Interpretation and Guidance on Proxy Voting Advice were published in the Federal Register.
The two SEC documents, which went into effect September 10, 2019, provide (i) guidance on an investment adviser's responsibilities in proxy voting, and in vetting any advice that the adviser may itself receive from a proxy-advisor; and (ii) an interpretation and related guidance on rules for the solicitation of proxies and proxy voting advice.
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By a three-to-two vote, the SEC approved (i) guidance on investment advisers' responsibilities in proxy voting and (ii) an interpretation of rules concerning solicitation of proxies.
Commentary by Steven Lofchie
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Experts debated the role of proxy advisory firms and other shareholder voting issues before the U.S. Senate Committee on Banking, Housing and Community Affairs.
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SEC Chair Jay Clayton outlined progress made on the agency's 2018 rulemaking agenda, key initiatives planned for 2019 including review of the proxy process, and risks associated with Brexit, the LIBOR transition and cybersecurity.
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At a roundtable event, SEC Commissioners set the stage for market participants to discuss (i) proxy voting mechanics and technology, (ii) the shareholder proposal process and (iii) the role and regulation of proxy advisory firms.
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The SEC Division of Corporation Finance provided guidance concerning when a company may exclude certain shareholder proposals in its proxy statement under Exchange Act rules.
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- IAA Rule 206(4)-6: Proxy voting.
- SEA Rule 14a-1: Definitions.
- SEA Rule 14a-9: False or misleading statements.
- SEA Rule 14a-2: Solicitations to which § 240.14a-3 to § 240.14a-15 apply.
- 17 CFR Part 271: Interpretative Releases Relating to the Investment Company Act of 1940 and General Rules and Regulations Thereunder
- 17 CFR Part 276: Interpretative Releases Relating to the Investment Advisers Act of 1940 and General Rules and Regulations Thereunder
- 17 CFR Part 241: Interpretative Releases Relating to the Securities Exchange Act of 1934 and General Rules and Regulations Thereunder
- Staff Legal Bulletin 20: Proxy Voting: Responsibilities of Investment Advisers; Exemptions for Proxy Advisory Firms
- 84 FR 47416 - Commission Interpretation and Guidance Regarding the Applicability of the Proxy Rules to Proxy Voting Advice
- 84 FR 47420 - Commission Guidance Regarding Proxy Voting Responsibilities of Investment Advisers
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