Will Curbs on Proxy Advisors Make Shareholder Votes Less Predictable?

Mon, 16 Mar 2026 11:30:57 +0000

Posted by Elizabeth R. Gonzalez-Sussman, Ron S. Berenblat and Roy Cohen, Skadden, Arps, Slate, Meagher & Flom LLP, on Monday, March 16, 2026

Editor's Note:

Elizabeth R. Gonzalez-Sussman is a Partner, Ron S. Berenblat is of Counsel, and Roy Cohen is an Associate at Skadden, Arps, Slate, Meagher & Flom LLP. This post is based on their Skadden memorandum.

Key Points

The role of proxy advisors in shareholder voting is changing, as some institutional investors take that decision-making in-house and regulators challenges the use of DEI and ESG factors in voting recommendations.
Some votes may now be determined by internal stewardship teams, in part with the use of AI tools.
As decision-making by institutional investors becomes less centralized, companies will need to reassess the way they build support for important votes.
Companies may also need to refine proxy and other disclosures to make sure that rationales and explanations are clear, with an eye to the way they could be read by AI models.