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. Sun, 10 May 2026 11:30:48 +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 The ISS 2012 Policy Updates: Another View of the Cathedral – The Harvard Law School Forum on Corporate Governance https://corpgov.law.harvard.edu 32 32 The ISS 2012 Policy Updates: Another View of the Cathedral https://corpgov.law.harvard.edu/2012/01/19/the-iss-2012-policy-updates-another-view-of-the-cathedral/?utm_source=rss&utm_medium=rss&utm_campaign=the-iss-2012-policy-updates-another-view-of-the-cathedral https://corpgov.law.harvard.edu/2012/01/19/the-iss-2012-policy-updates-another-view-of-the-cathedral/#comments Thu, 19 Jan 2012 15:08:40 +0000 http://blogs.law.harvard.edu/corpgov/?p=25048?d=20150113152633EST Posted by David A. Katz, Wachtell, Lipton, Rosen & Katz, on Thursday, January 19, 2012
Editor's Note:

David A. Katz is a partner at Wachtell, Lipton, Rosen & Katz specializing in the areas of mergers and acquisitions and complex securities transactions. This post is based on an article by Mr. Katz and Laura A. McIntosh that first appeared in the New York Law Journal.

Companies looking ahead to the 2012 proxy season should be aware of the recently updated corporate governance policies of Institutional Shareholder Services (ISS). [1] While maintaining its formal policy of issuing “case-by-case” evaluations in many areas, ISS has issued numerous revisions of prior policies as well as new policies on certain types of shareholder proposals that had not been previously addressed. The key areas of interest for companies preparing for 2012 are likely to be proxy access, say-on-pay, pay-for-performance, and risk oversight.

Proxy Access

Shareholder proposals on proxy access are likely to be a topic of importance next year due to the Securities and Exchange Commission’s (SEC) amendment to Rule 14a-8, effective September 20, 2011. The rule now provides that companies may not exclude proposals for proxy access procedures from their proxy statements on the basis that they relate to the nomination or election of directors. Proponents must meet the current eligibility requirements of Rule 14a-8, which require that the shareholder have owned at least the lesser of $2,000 in market value, or 1 percent, of company shares for at least one year. (Companies may, of course, ask for noaction relief from the SEC to exclude such proposals on other grounds. [2])

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