The Securities and Exchange Commission (the “SEC”) recently amended its rules to regulate proxy voting advice offered by advisory firms such as Institutional Shareholder Services (“ISS”) and Glass, Lewis & Co. These amendments codify the SEC’s longstanding position that this type of advice generally constitutes a “solicitation” subject to the federal proxy rules (including anti-fraud rules), although it may qualify for certain exemptions from the information and filing requirements of those rules. However, effective December 1, 2021, proxy advisory firms must comply with additional disclosure and procedural requirements in order to continue to rely on those exemptions. The final amendments can be found here. Continue reading >