Having just taught a corporate governance seminar class on the proxy process (from a company's perspective), proxy advisory services, and institutional voting, I have the upcoming proxy season on my mind. There are a great collection of resources available for those interested for academic or practice-related reasons. My students found many of these summaries to be a good distillation of the issues and introduction to the nuts and bolts of proxy access. I have provided my list of resources below, in addition to a quick summary of the major governance issues likely to be on the table in 2016.
Major Governance Issues:
- Dodd Frank pay ratio disclosure
- Say on Pay majority voting
- Executive compensation disclosures subject to new SEC interpretations
- Proxy Access Bylaws (see New York campaign)
- Cybersecurity
- Audit Committee Disclosures
- Independent Chair proposals
2016 Proxy Season Resources:
- Cadwaladler
- Dinsmore
- DLA Piper
- Dodd Frank 2016 Proxy Guidelines
- Foley Lardner
- Glass Lewis 2016 Proxy Materials
- Harvard Law School Forum on Corporate Governance & Financial Regulation
- Institutional Shareholder Services
- Mayer Brown
- MoFo Proxy 2016
- NACD (National Association of Corporate Directors)
- Sidley Austin
-Anne Tucker