The Harvard Law School Forum on Corporate Governance https://corpgov.law.harvard.edu The leading online blog in the fields of corporate governance and financial regulation. Mon, 04 May 2026 11:32:09 +0000 en-US hourly 1 https://wordpress.org/?v=6.5.8 https://corpgov.law.harvard.edu/wp-content/uploads/2024/02/cropped-photography-4-e1706898544564-1-32x32.png ISS Goes with Form over Substance – The Harvard Law School Forum on Corporate Governance https://corpgov.law.harvard.edu 32 32 ISS Goes with Form over Substance https://corpgov.law.harvard.edu/2011/03/17/iss-goes-with-form-over-substance/?utm_source=rss&utm_medium=rss&utm_campaign=iss-goes-with-form-over-substance https://corpgov.law.harvard.edu/2011/03/17/iss-goes-with-form-over-substance/#comments Thu, 17 Mar 2011 13:20:29 +0000 http://blogs.law.harvard.edu/corpgov/?p=16781?d=20150120093725EST Posted by Martin Lipton, Wachtell, Lipton, Rosen & Katz, on Thursday, March 17, 2011
Editor's Note:

Martin Lipton is a founding partner of Wachtell, Lipton, Rosen & Katz, specializing in mergers and acquisitions and matters affecting corporate policy and strategy. This post is based on a Wachtell Lipton firm memorandum.

The decision by ISS, reported in its March 2, 2011 proxy advisory for the annual meeting of Hewlett-Packard, to recommend against the reelection of members of the nominating committee because of the participation of the Hewlett-Packard CEO in the search for new directors, reflects another mechanistic decision undermining the ability of a board to function collegially. Like many of the positions taken by ISS, it exalts the board’s monitoring functions over its equally important strategic advisory functions.

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