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Potential Replacement for SEC Commissioner Jackson is Reported

Caroline Crenshaw, a lawyer, is expected to be the nominee to fill the seat currently held by SEC Commissioner Robert J. Jackson Jr.  Ms. Crenshaw, whose potential nomination was reported by news outlets earlier this summer, currently serves as counsel to Commissioner Jackson.  She has served in this role since 2018, focusing on topics such as share buybacks and dual-class shares.

Ms. Crenshaw, who joined the SEC in 2013, also served under former SEC Democratic Commissioner Kara Stein, who left the agency this past January.  In addition to her role at the SEC, Ms. Crenshaw, a 2004 and 2009 graduate from Harvard University and the University of Minnesota Law School, respectively, holds the rank of captain in the Army Judge Advocate General’s Corps reserve.
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ISS Releases Final Changes to Its Voting Policies for 2020 Proxy Season – Newly Public Companies, Independent Chair and Share Buyback Proposals, Board Gender Diversity, EVA and More

Today, Institutional Shareholder Services Inc. (ISS) released its 2020 global proxy voting policy updates, which will generally be applicable for shareholder meetings on or after February 1, 2020. Consistent with the preview offered in its proposed 2020 voting policy changes (covered on our blog here), the updates to ISS’ U.S. proxy voting policies apply primarily to the proxy advisory firm’s treatment of (1) certain governance structures at newly public companies, including multi-class shares; and (2) annual meeting proposals calling for independent board chairs and share buybacks.

The updates released today confirm that ISS will include Economic Value Added (or EVA) metrics in its pay-for-performance model’s secondary Financial Performance Assessment (or FPA) screen.
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ISS Calls for Feedback on Proposed 2020 Voting Policies: Multi-Class Structures, Independent Board Chair and Share Buybacks

Yesterday, Institutional Shareholder Services Inc. (ISS) announced proposed voting policies for 2020 affecting proposals related to three areas: (1) multi-class structures for newly public companies; (2) independent board chair; and (3) share buybacks. ISS states that the proposed changes either clarify an existing policy or largely codify an existing practice.

ISS requests feedback on the proposed rules, and market participants can submit comments until 5:00 PM ET on Friday, October 18, 2019. ISS expects to release its final policies in the first half of November 2019.

Over the summer, ISS administered its annual benchmarking survey to market participants, and two of the three topics covered by the proposed rules (multi-class structures and independent chair) were included in the survey.
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