August 22, 2019

SEC Issues “Proxy Advisor” Guidance (Better Than Sex?)

I imagine I could place “better than sex” in the title for any blog and it would wind up as the most popular blog for the year. So thank me for not using that type of trick on the regular. But yes, the SEC did issue guidance on proxy advisors yesterday. Proxy advisors. A topic that many can’t get enough of. So that truly is gold for bloggers looking for attention. I didn’t really need the “better than sex” hook I guess. But I “doubled down” anyway.

Here’s what the SEC did:

1. The SEC issued this 14-page interpretive release about how the proxy rules impact proxy advisors. It forces proxy advisors to take more steps to disclose how they craft their recommendations – and the SEC issued a broad warning for when they convey incorrect information.

2. The SEC issued this 26-page interpretive release about proxy voting responsibilities for investment advisors, providing steps that mutual fund managers should consider if they become aware of potential factual errors or weaknesses in a proxy advisor’s analysis. (Here’s the press release about both of the SEC’s new interpretive releases – and here’s a WSJ article.)

3. Each piece of guidance passed with a vote of 3-2, with the two Democrat Commissioners dissenting (Robert Jackson & Allison Herren Lee).

4. All five of the SEC Commissioners pushed out their opening statements about the new guidance promptly – they came out even before the SEC’s press release. I believe that was a first…

We’ll be posting the inevitable flood of memos in our “Proxy Advisors” Practice Area. And we will be covering this topic at our “Proxy Disclosure Conference” coming up in just a few weeks – in New Orleans and by video webcast. Register now

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Broc Romanek