April 25, 2012

Scandal Involving ISS Employee Selling Information Broadens to Proxy Solicitor

As noted in this recent NY Post article, Georgeson has been subpoenaed in the investigation regarding an ISS employee allegedly selling shareholder voting data.

A few weeks ago, MSCI – the owner of ISS – confirmed that an ISS employee tipped off a proxy solicitor to votes by ISS clients. As explained in this Form 8-K, the employee told MSCI “that he provided information to a proxy solicitor over a number of years about how a number of ISS’s clients voted their proxies. The employee has stated that the proxy solicitor in question provided him with meals and tickets to various events.” MSCI believes “the employee communicated the vote information by using his personal email accounts and by telephone and that he acted alone in gathering this information and communicating it.” The employee was terminated by ISS on March 26th and MSCI says it has been cooperating with the SEC and DOJ.

Recently, some commentators have applied ISS’s policies to its parent’s – MSCI – practices and been critical, such as this Reuters article and Exequity alert.

Companies Get Some “Larger Trader Rule” Relief from SEC

Last year, I blogged about how Section 13(h) of the ’34 Act was amended by Dodd-Frank to include “large trader” reporting requirements and that the SEC’s final rules to implement this Section didn’t include an exception for operating companies that trade as part of ordinary course balance sheet management activities. As noted in this Davis Polk memo, the SEC adopted a permanent exemption last week to provide companies (and underwriters) with some relief…

Whistleblower Advocacy

In this podcast, Jordan Thomas of Labaton Sucharow discusses his website,, including:

– What is your goal with
– Any surprise reactions to it?
– How do you screen whistleblowers when they approach you? How do you do diligence?
– Do you ever contact the company to check on the whistleblower’s story?

– Broc Romanek