Monthly Archives: May 2025

Testimony in House Hearing: “Exposing the Proxy Advisory Cartel: How ISS & Glass Lewis Influence Markets”

Nell Minow is the Vice Chair of ValueEdge Advisors. This post is based on her testimony in a hearing of the Subcommittee on Capital Markets of the House Committee on Financial Services.

I am very grateful for the opportunity to share my thoughts on proxy advisory firms. I welcome your questions and will submit supplemental materials as necessary following this session.

My connection to this field is that I was the fourth person hired at ISS when it began 40 years ago. I left as President of ISS in 1990 and remained on its board of directors until 1992. While I have stayed in the field of corporate governance ever since, always on behalf of shareholders, I have no connection to any company providing proxy advisory services, and am appearing today on my own behalf, and not representing or being paid by anyone.

I worked in the Justice Department’s Antitrust Division during the Reagan Administration, as a special assistant to now-Judge Douglas Ginsburg, long enough to know that the definition of “cartel” means either conspiring to fix prices or conspiring to keep out competition by imposing barriers to entry, or both. Neither is the case here. There are three major players in the field of proxy advisory services and they compete vigorously. Each has unique attributes that they emphasize in trying to sway clients, who I point out are not retail investors but the most sophisticated financial professionals in the world, the people at gigantic money management firms and public pension funds. ISS and Glass Lewis provide consulting services for the companies they cover; Egan-Jones does not, and they are happy to explain to you why they are free from this particular conflicts of interest. ISS is registered as an investment adviser and Egan-Jones is registered as a National Recognized Statistical Rating Organization (NRSRO), both with extensive requirements and regulatory restrictions.

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Testimony in House Hearing: “Exposing the Proxy Advisory Cartel: How ISS & Glass Lewis Influence Markets”

Paul Washington is President and CEO of the Society for Corporate Governance. This post is based on his testimony in a hearing of the Subcommittee on Capital Markets of the House Committee on Financial Services.

Chair Wagner, Ranking Member Sherman, and Members of the Subcommittee, my name is Paul Washington, and I am the President and Chief Executive Officer of the Society for Corporate Governance (“Society”). The Society appreciates the opportunity to present its views on proxy advisory firms’ roles in, and impact on, corporate governance in the United States.

Founded in 1946, the Society is a professional membership association of more than 3,700 corporate and assistant secretaries, chief legal officers and other in-house counsel, outside counsel, and other governance professionals who serve approximately 1,700 entities, including about 1,000 public and private companies of almost every size and industry.

The Society’s members support the work of corporate boards and executive management regarding corporate governance and disclosure, compliance with corporate and securities laws and regulations, and adherence to stock exchange listing requirements.

The Society’s mission is to support corporate governance professionals through education (including programs, content, and benchmarking), peer-to-peer connections and professional development, and advocacy with federal, state, and international policymakers, with the ultimate goal of creating long-term shareholder value through better governance.

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Testimony in House Hearing: “Exposing the Proxy Advisory Cartel: How ISS & Glass Lewis Influence Markets”

Paul Rose is Dean and Professor of Law at Case Western Reserve University School of Law. This post is based on his testimony in a hearing of the Subcommittee on Capital Markets of the House Committee on Financial Services.

Today, two firms—Institutional Shareholder Services (ISS) and Glass Lewis—dominate over 90% of the proxy advisory market. Their recommendations can swing vote outcomes and shape the governance of publicly traded companies, yet these firms operate without fiduciary obligations, limited transparency, and minimal accountability.

Importantly, this market dominance is not a natural result of investor demand. It is a byproduct of regulatory design—specifically the SEC’s adoption of Rule 206(4)-6 under the Investment Advisers Act of 1940. This rule, adopted in 2003, requires registered investment advisers to adopt proxy voting policies and procedures and to vote client securities in their best interest. Subsequently, the SEC issued no-action letters stating that investment advisers could fulfill these obligations by relying on the guidance of independent third-party proxy advisors. By the time the SEC withdrew these no-action letters in 2018, the proxy advisory industry had grown significantly. Indeed, the proxy advisory industry would not exist at its current scale without these regulatory choices. Rule 206(4)-6 effectively transformed what had been an internal fiduciary duty into an external compliance function, fueling the growth of ISS and Glass Lewis into de facto gatekeepers of corporate governance. Hundreds of institutional investors now outsource their voting decisions to these firms.

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Testimony in House Hearing: “Exposing the Proxy Advisory Cartel: How ISS & Glass Lewis Influence Markets”

Elizabeth A. Ising is a Partner at Gibson, Dunn & Crutcher LLP. This post is based on her testimony in a hearing of the Subcommittee on Capital Markets of the House Committee on Financial Services.

Chairman Wagner, Ranking Member Sherman and members of the Subcommittee, thank you for the invitation to testify today. I appreciate the opportunity to share with you my observations on the significant influence of proxy advisory firms in corporate elections and the need to regulate these firms. These observations are based on my 25 years of practicing as a securities and corporate governance lawyer, including as a partner at Gibson, Dunn & Crutcher and as co-chair of the firm’s Securities Regulation and Corporate Governance practice group [1].

Proxy advisory firms play an important role, and have considerable influence, in the U.S. proxy system. That proxy system is relied on by public company shareholders and public companies alike. Shareholders rely on the proxy system to enable them to exercise their corporate voting rights, given that few shareholders actually vote during shareholder meetings. Instead, their views are represented at these meetings via the proxies they submit articulating how they would like their shares voted. Public companies rely on the proxy system to facilitate communications with shareholders and receive shareholder feedback on, and approval of, proposals addressing important governance and corporate matters. Moreover, shareholder approval of many of these matters is necessary to facilitate capital formation and foster long-term shareholder value, including electing directors who play an important role in overseeing implementation of corporate strategy, approving mergers and share issuances to fuel expansion and growth, and approving equity compensation plans that reward employees for positive corporate performance.

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Court of Chancery Issues Rare Pre-Discovery Dismissal of Entire Fairness Claim

Deepa Chari is an Associate and Ian M. Ross is a Partner at Sidley Austin LLP. This post is based on their Sidley memorandum, and is part of the Delaware law series; links to other posts in the series are available here.

In February, in an offshoot of the dwindling SPAC boom, the Delaware Court of Chancery dismissed a shareholder derivative lawsuit in In re Skillsoft Stockholders Litigation, No. 2023-1179-JTL (Feb. 7, 2025). Notably, Vice Chancellor J. Travis Laster dismissed the case even though it evaluated the transaction under the demanding entire fairness standard. The court recently denied the plaintiffs’ motion for reargument, briefly noting that it “did not misapprehend any issue of fact or law.” In re Skillsoft Stockholders Litigation, No. 2023-1179-JTL (Mar. 27, 2025).

Education technology company Skillsoft went public via a de-SPAC merger in June 2021. One investor, Prosus N.V., was a key player in the deal: Prosus invested $500 million in the merger, giving it a 38.4% stake in Skillsoft.

Several months later, in November 2021, Skillsoft bought Codecademy, a programming training platform. Prosus had invested in Codecademy earlier that year, in February, and owned a 24% share.

When Skillsoft’s stock price decreased after the acquisition, stockholders brought a derivative action. They alleged that Prosus, as a major stockholder, influenced the Skillsoft board into rubber-stamping the acquisition of Codecademy at an inflated price. They claimed the price paid for Codecademy was greater than the valuation at which Prosus had invested earlier that year, despite an alleged downturn in Codecademy’s prospects in the interim.

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Corporate Climate Disclosures and Practices: Risk, Emissions, and Targets

Matteo Tonello is Head of Benchmarking and Analytics at The Conference Board, Inc. This post is based on a Conference Board memorandum by Andrew Jones, Senior Researcher, ESG Center at The Conference Board, Inc.

As climate risks intensify, more companies are embedding emissions reduction and climate governance into core strategy. This report analyzes 2021–2024 climate disclosures across the Russell 3000 and S&P 500, highlighting trends in greenhouse gas (GHG) reporting, target setting, regulatory preparedness, and board oversight. While based in the US, many firms—especially those in the S&P 500—operate globally under multiple regulatory regimes.

Key Insights

  • Most US public companies now disclose their exposure to climate risk—especially in assetheavy, high-exposure sectors—although not all deem it to be financially material.
  • Despite a US federal shift away from climate regulation, emerging state disclosure laws like California’s Senate Bill (SB) 261 and international mandates such as in the EU will likely reinforce climate risk and reporting as a board-level issue for large US companies.
  • US public companies have increased disclosures and made tangible progress on reducing scope 1 (direct) and scope 2 (indirect) GHG emissions, due largely to operational efficiency improvements, renewable energy purchases, and grid decarbonization.
  • Scope 3 (value chain) emission disclosure is increasing, particularly among large-cap firms, though progress is mixed and data limits persist. Companies can plan ahead by engaging key suppliers, enhancing data quality, and using external assurance to ensure integrity.
  • Most large US companies have set public climate targets—such as becoming carbon neutral by 2030—but the pace of new goals has slowed amid feasibility and reputational challenges.

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Are Executive Incentive Plan Payouts for AIP and PSUs Aligned with Shareholder Returns?

Ira Kay is a Managing Partner, and Patrick Haggerty and Mike Kesner are Partners, at Pay Governance LLC. This post is based on their Pay Governance memorandum.

There is a widespread belief among shareholders, executives, board members, media, and academics that incentive plan metrics, goals, and the resulting performance and payouts, should be closely aligned with a company’s total shareholder return (TSR) over time. This alignment reinforces that companies are focusing on performance measures that correlate with shareholder value creation and setting sufficiently challenging goals so that if achieved, demand for the stock will go up, and if not achieved, demand for the stock will go down. Based on the high levels of majority shareholder support for Say on Pay (SOP) over the years, including 99% of companies receiving majority support in 2024, it would appear companies are meeting shareholders’ expectations.

Recent research reports conducted by one of the proxy advisory firms, however, suggest that both annual and long-term incentive plan goals may not be sufficiently rigorous, as most large companies have paid above-target incentives in each of the last 5 to 6 years. Pay Governance delved deeper into this phenomenon by examining if above target incentive payouts were aligned with returns to shareholders and how often individual companies exceeded target over the last 5 to 6 years. Our research indicates that over the last 6 years, S&P 500 companies* that had above-median annual incentive plan (AIP) and performance share unit (PSU) payouts also had higher TSR compared to companies that had below-median AIP and PSU payouts. Our analysis includes comparisons on both an industry sector and total sample size basis, with comparable results.

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Weekly Roundup: April 25-May 1, 2025


More from:

This roundup contains a collection of the posts published on the Forum during the week of April 25-May 1, 2025

The Evolving Landscape of DEI Shareholder Proposals


A First Look at a New California Bill That Would Impact GHG Emissions Disclosures


Contract Rights and Control


SEC Enforcement 2.0: Chairman Atkins Has Arrived



2025 Proxy Season Preview


Barbarians at the Gate! The Fallacy of “Best Practices”


Corporate Transparency Act Update: No Reporting for US Entities and New Deadlines for Foreign Entities


Survey Highlights Strong Investor Interest in Proxy Voting Choice




Changes in Delaware Corporate Law: A D&O Liability and Insurance Perspective

John Orr is a D&O Liability Product Leader at Willis Towers Watson. This post is based on his Willis Towers Watson memorandum and is part of the Delaware law series; links to other posts in the series are available here.

On March 25, 2025, Delaware adopted Senate Bill 21 (SB 21) into law, modifying provisions of the state’s corporate laws to lessen stockholders’ rights relative to claims involving controlling stockholders, particularly as they relate to purportedly conflicted transactions. For some time, states such as Nevada and Texas have attempted to lure corporations by developing even friendlier corporate laws than Delaware’s. SB 21 is, in large part, Delaware’s attempt to mitigate the risk of companies re-incorporating elsewhere.

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Executive Security Spending Shifts from Perk to Priority

Joyce Chen is an Associate Editor at Equilar, Inc. This post is based on an Equilar memorandum by Ms. Chen and Courtney Yu.

The unfortunate incident involving Brian Thompson, the former Chief Executive Officer (CEO) of UnitedHealthCare, who was fatally shot in December 2024, has caused companies to reevaluate their security protocols. While it was once common for only high-profile executives to be accompanied by security detail, the tragic death of Mr. Thompson, who was without security at the time of the incident, has highlighted the vulnerability of all executives, regardless of their public profile.

In response to heightened security concerns, companies have taken various measures to protect their executives. Companies including CVS Pharmacy and Anthem Blue Cross Blue Shield removed photographs and biographies of their executives from their websites or took down their leadership pages. Additionally, companies are implementing stricter travel policies for executives. For instance, Lockheed Martin Corporation’s Chief Security Officer has mandated that the CEO exclusively use corporate aircraft for both personal and business travel. Security concerns have escalated beyond executives to include their families—the family members of Meta CEO Mark Zuckerberg also receive security protection.

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