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 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 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 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
Glass Lewis Submission on Spanish SRD II Consultation: Introduction of Loyalty Shares
Glass Lewis has submitted a response to the Spanish consultation on the proposed changes to Spanish Companies Law which transposes Shareholder Rights Directive II ("SRD") into national legislation. While most of the proposed changes are [...]
Glass Lewis Submission to SEBI Consultation on the Issuance of Equity Shares with Differential Voting Rights
On March 20, 2019, the Securities and Exchange Board of India (“SEBI”) released a consultation paper (the “Paper”) that discusses the prospect of differential voting rights shares (“DVRs”) being made available to listed issuers in [...]
CGI Glass Lewis: Initial Response to Royal Commission Final Report
Earlier this week the Final Report of the Australian Royal Commission into Misconduct in the Banking, Superannuation and Financial Services Industry (“the Royal Commission”) was released to the public. Responses from financial institutions, regulators and [...]
Glass Lewis Submission of Public Comments on German Corporate Governance Code Consultation
The German Corporate Governance Code has just come to the end of a consultation phase, with market participants being invited to provide feedback on a large number of proposed amendments. The consultation may result in [...]
Washington Update – Proxy Process Focus Continues
Following the SEC Proxy Roundtable last month, the Senate Committee on Banking, Housing, and Urban Development held a hearing on Proxy Process and Rules: Examining Current Practices and Potential Changes. The December 6th hearing allowed [...]
Glass Lewis Submission of Public Comments on Dutch ‘Thinking Period’ Consultation
Glass Lewis has submitted a response to the Dutch consultation, which ended on February 7, 2019, on a legislative proposal to implement a 250-day bedenktijd ('thinking period'). The proposal would implement a 250-day thinking period [...]