United States: Corporate Governance

ISS STOXX Governance has released the results of its annual global benchmark policy survey, revealing significant divisions between institutional investors and corporate respondents on critical governance issues. The survey examined contentious topics including director independence criteria, the potential shift to semiannual reporting, say-on-pay voting requirements, and nature-related risk disclosures...

Imagine this: your company needs financing, a key contract, or a strategic acquisition. A director has a connection to the other side of the deal. All the parties know about it, the economics look reasonable, and the board approves the transaction. Months later, a stockholder challenges the deal—and the company discovers that “everyone knew” was not the same as following the right process.

The Securities and Exchange Commission has proposed rescinding Rule 14a-8, the decades-old regulation that requires companies to include shareholder proposals in proxy statements. This fundamental shift in shareholder engagement, coupled with proposed amendments to Rule 14a-4 regarding discretionary voting authority, could reshape how shareholders communicate with companies and influence corporate governance. The proposed changes raise critical questions about alternative channels for shareholder voice and