Council of Institutional Investors

Section: Sept. 1, 2022 | Vol 27, Issue 33
CII Offers ISS Feedback on Potential Voting Recommendations
CII responded to Institutional Shareholder Services’ annual global benchmark policy survey August 31, offering input on a wide variety of topics.
Leading Proxy Advisory Firms Improve Disclosures but Still Have Work to Do, IOC Says
Five of the largest proxy voting advisory firms improved how they disclose their operations against industry best practices in 2021, according to a report.
SEC Staff Pre-Emptively Irons Out Wrinkles in New Universal Proxy Rule
n anticipation of the new universal proxy rule that went into effect August 31, SEC staff on August 25 issued three Compliance & Disclosure Interpretations, under Section 139, addressing hiccups that could arise in connection with the new process to ensure that shareholders have full flexibility to vote for their favored combination of nominees using either the company or dissident proxy card.
Investors Question Use of Supermajority Vote Requirements
Corporate charters and bylaws frequently require a supermajority of outstanding votes—such as two-thirds or 80%--before significant changes to governing documents can become effective.
SPAC Behind Lawsuit Dissolves Before Completing De-SPAC Merger

E.Merge Technology Acquisition, the a special purpose acquisition company (SPAC), at the center of a lawsuit questioning if certain of its contractual transactions violated provisions of the Investment Company Act of 1940 and the Investment Advisors Act of 1940, dissolved before finalizing a de-SPAC merger.
Morgan Stanley Provides Insight into its 2022 Proxy Voting
Morgan Stanley Investment Management voted against almost half of the say-on-pay proposals appearing on its portfolio companies’ proxy ballots, shows a new report on the asset manager’s 2022 proxy voting activities.