Regulatory Matters
Glass Lewis actively engages with regulatory bodies around the world and frequently provides them perspectives from the proxy advisory industry, information on our policies and procedures, and input on pending regulations.
Any additional regulatory-related questions can be directed to regulatory@glasslewis.com.
Statements, Comments & Resources
Glass Lewis Statements and Correspondence
- Comment Letter to Ontario Markets Modernization Taskforce Regarding Consultation Report – July 2020 (September 7, 2020)
- Comment Letter to SEC Regarding Amendments to Exemptions from the Proxy Rules for Proxy Voting Advice (February 3, 2020)
- Comment Letter to Office of Management and Budget (OMB) on SEC Proposed Amendments to Exemptions from the Proxy Rules for Proxy Voting Advice (January 7, 2020)
- Statement on SEC August 2019 Guidance (August 22, 2019)
- Letter on SEC Roundtable on the Proxy Process (November 14, 2018)
- Letter to Senate Banking Committee (June 1, 2018)
- Statement to the House Financial Services Committee’s Subcommittee on Capital Markets and Government Sponsored Enterprises (May 17, 2016)
- Letter to SEC on “proxy solicitation” (June 30, 2014)
Investor Perspectives on Proxy Advisor Regulation
- Council of Institutional Investors Letter to the SEC requesting extension of comment period (November 15, 2019)
- Council of Institutional Investors Letter to the SEC requesting underlying data and supplementary information (November 14, 2019)
- Council of Institutional Investors Fact Sheet on Proxy Advisory Firms and Shareholder Proposals (Nov. 5, 2019)
- Council of Institutional Investors Letter to the SEC on claims of proxy advisor inaccuracy (October 24, 2019)
- Council of Institutional Investors and 60 Institutional Investors’ Letter to the SEC on the Commission’s August Guidance (October 15, 2019)
- Investment Company Institute Letter on SEC Roundtable (March 15, 2019)
- Investment Adviser Association Letter on SEC Roundtable (December 31, 2018)
- Nell Minow, Harvard Law School Forum on Corporate Governance and Financial Regulation (March 2, 2018)
Government Reports & Pronouncements
United States
- Securities and Exchange Commission Guidance on Investment Advisers’ use of Proxy Advisors (August 21, 2019)
- Securities and Exchange Commission Interpretation and Guidance Regarding the Applicability of the Proxy Rules to Proxy Voting Advice (August 21, 2019)
- Transcript of the Securities and Exchange Commission Roundtable on the Proxy Process (November 15, 2018)
- SEC Staff Legal Bulletin No. 20 on Proxy Voting (June 30, 2014)
- Government Accountability Office Report on Proxy Advisory Firms (November 15, 2016)
Global
- Securities and Exchange Board of India Circular – Procedural Guidelines for Proxy Advisors (August 3, 2020)
- Capital Markets Modernization Taskforce (Ontario, Canada) – Consultation Report (July 2020)
- Securities and Exchange Board of India Report of Working Group on Issues Concerning Proxy Advisors (July 29, 2019)
- Canadian Securities Administrators National Policy 25-201 Guidance for Proxy Advisory Firms (April 30, 2015)
- European Securities and Markets Authority Recommendation for Proxy Advisors to Develop a Code of Conduct (2013)
Proposed Rules and Final Regulations
- U.S. SEC Exemptions from the Proxy Rules for Proxy Voting Advice (July 2020)
- U.S. SEC Supplemental Guidance (July 2020)
- U.S. SEC August 2019 Guidance
- U.S. SEC Proposed Amendments to Resubmission Thresholds (November 2019)
- U.S. SEC Proposed Amendments to Exemptions for Proxy Rules (November 2019)
- SRD II Resource Hub
Academic Studies
- Li, Tao, “Outsourcing Corporate Governance: Conflicts of Interest Within the Proxy Advisory Industry,” 64 Mgmt. Sci. 2951 (2018).
- Dent, Jr., George W., “A Defense of Proxy Advisors,” 2014 Mich. St. L. Rev. 1287 (2014).
- Choi, Stephen; Fisch, Jill E.; and Kahan, Marcel, “The Power of Proxy Advisors: Myth or Reality?,” 59 Emory Law Journal 869 (2010).
Regulatory Matters Blog
Disenfranchising Shareholders and Reducing Corporate Accountability: Comments Due on DOL Proposal to Limit Shareholder Voting by October 5, 2020
Investors’ ability to manage assets and exercise shareholder voting rights to create value and mitigate risk are again under attack in Washington, D.C., this time by the Department of Labor (“DOL”). Fresh on the heels [...]
New SEC Guidance Increases Compliance Work for Investment Advisers; Leveraging Glass Lewis’ Existing Compliance Solutions to Meet Regulatory Expectations
As July turns to August and many of us think of extra time with family and perhaps even a covid-modified vacation, the SEC has continued what has become a regrettable late summer tradition during this [...]
Shareholder Voting Research Group Announces Appointment of Best Practice Principles (BPP) Oversight Committee Representatives
The Best Practice Principles Group for shareholder voting research (“BPPG”) and the independent Oversight Committee Chair, Dr. Stephen Davis, today announced the appointment of BPP Oversight Committee (“the Committee”) members who will monitor the Principles [...]
DOL Proposes Rule on ESG & Fiduciary Duties under ERISA: Call for Comment
On June 23, 2020, the Department of Labor (“DOL”) issued a proposed rule on plan fiduciaries’ duties when considering investments that incorporate environmental, social, and governance (“ESG”) factors. Now plan fiduciaries, asset managers, and other [...]
Revision of Spanish Governance Code Increases Gender Diversity Targets and Emphasis on Non-Financial Risks
On June 26, 2020 the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores or “CNMV”) published some amendments to the Spanish Good Governance Code of Listed Companies (the “Code”). CNMV outlined four [...]
Glass Lewis Submission to the Securities and Exchange Board of India on Proposed Changes to Related Party Transactions Relations
Glass Lewis has submitted a response to the consultation paper from the Securities and Exchange Board of India on proposed changes to related party transactions (“RPTs”). The changes that Glass Lewis commented on relate to: [...]