“Pre-Populated” Proxy Protocols and the Narrowing of Proxy Participation

Posted on 07-26-2017 by
Tags: proxy vote , proxy

proxy vote words

“Pre-populated” voting instructions: Streamlining proxy voting “to a point that raises questions." 


 By Eric Geringswald 

In a recent post on the Harvard Law School Forum on Corporate Governance and Financial Regulation, attorney Thomas J. Dougherty explores the impact of “pre-populated” voting instructions used by institutional investors on shareholder vote issues. Dougherty, a partner at Skadden, Arps specializing in representation and defense of companies and their officers, directors, underwriters and auditors, asserts that this practice streamlines proxy voting “to a point that raises questions about over-simplification of issuer-specific desiderata, and the potential for [Institutional Shareholder Service] influence on voting decisions far beyond published ISS recommendations on issuer proxy matters.”

Dougherty continues: “This process is dark. There is no regulation or transparency. It is worth corporate directors’ and SEC attention.”

The post is an excerpt from the 2017 edition of Dougherty’s The Directors’ Handbook, a leading guide to corporate governance that provides directors of publicly held companies with insightful analysis of the evolving regulatory and legal landscape and practical, hands-on information that they can use to guide their companies.

Each year in an all-new Foreword, Dougherty addresses the current issues of concern to directors. This year, in addition to pre-populated proxy protocols, Dougherty considers how the Donald Trump presidency and the UK’s Brexit vote will impact publicly traded companies and their directors.

The 2017 Edition contains insight on how to best address the full spectrum of key governance and disclosure issues, and how to handle shareholder activist campaigns and proxy battles. Topics include:

  • Creating an audit committee chart
  • Crisis management
  • Director and officer insurance
  • Majority voting for directors
  • The interplay of stock exchange independence rules and state law standards
  • The evolving role of proxy advisory groups
  • The role of the corporate secretary
  • Staggered board repeals
  • Best practices for handling restatement crises
  • The political economy of corporations and corporate governance approaches around the role of the corporate secretary

The companion CD-ROM provides key cases and legislation that form the basis for corporate governance in the U.S and abroad.

Read the full post from the HLS Forum here

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