New SEC Guidance on Proxy Voting and Proxy Advisers

Proxy Advice as Solicitation, New Requirements for Investment Advisers in Voting Clients' Shares

A live 90-minute premium CLE webinar with interactive Q&A


Wednesday, December 11, 2019

1:00pm-2:30pm EST, 10:00am-11:30am PST

Early Registration Discount Deadline, Friday, November 15, 2019

or call 1-800-926-7926

This CLE webinar will examine new SEC guidance regarding investment adviser voting responsibilities and provide instruction on the adjustments investment advisers must make to their proxy voting procedures in order to comply. The panel will also discuss the SEC's new interpretation of proxy advice as a solicitation under the securities laws, and the ramifications for proxy firms when formulating and communicating their recommendations to company shareholders.

Description

Rule 206(4)-6 under the Advisers Act requires an investment adviser who exercises voting authority concerning client securities to adopt written policies and procedures that are designed to ensure that the investment adviser votes in the best interest of its client. New SEC guidance provides clarity as to how investment advisers can satisfy their proxy voting obligations. Investment advisers and their counsel must revisit their proxy voting policies and procedures and consider amendments to ensure consistency with the new guidance.

The SEC also issued an interpretation indicating that proxy voting advice provided by a proxy advisory firm generally constitutes a solicitation under Exchange Act Rule 14a-1(l). The interpretation offers further clarity on how to interpret Exchange Act Rule 14-9, which prohibits materially false or misleading statements or omissions in proxy solicitations.

The intepretation has ramifications for both proxy advisory firms and investment advisers. Proxy advisory firms must be prepared to provide additional information to investment advisers regarding their voting recommendations. Investment advisers will need to strengthen their procedures for reviewing the methodologies used by proxy advisory firms in forming their voting recommendations.

Listen as our authoritative panel reviews the recent SEC guidance and interpretation, and the steps investment advisers should take to comply with the guidance and ensure they are adequately scrutinizing advice provided by proxy advisory firms.

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Outline

  1. New SEC guidance regarding proxy voting responsibilities of investment advisers
    1. What is different under the new guidance?
    2. Areas of focus:
      1. Documenting investment advisers' authority to vote proxies on their client's behalf
      2. Voting determinations in the client's best interest and following the investment adviser's proxy voting policies
      3. Factors an investment adviser should assess when engaging the services of a proxy advisory firm
      4. Incompleteness or potential weaknesses in methodologies in a proxy advisory firm's analysis that may affect an investment adviser's voting determinations
      5. How an investment adviser should evaluate the services of a proxy advisory firm that it retains
      6. Whether an investment adviser is required to exercise every opportunity to vote a proxy for a client
  2. Interpretation regarding the applicability of Rules 14a-1 and 14a-9 to proxy voting advice
    1. Proxy voting advice deemed solicitation
    2. Suggested disclosures to avoid a violation of Exchange Act Rule 14a-9
      1. Explanation of the methodology used to formulate voting advice
      2. Information about third-party information sources
      3. The extent to which proxy voting advice is based on information other than the registrant's public disclosures and differences between the third party's information and the registrant's provided information
      4. Information regarding material conflicts of interest that arise in connection with delivering the proxy voting advice

Benefits

The panel will review these and other noteworthy topics:

  • How does the guidance expand upon the proxy voting responsibilities of investment advisers?
  • What is the significance of the SEC's calling a proxy voting recommendation a "solicitation" under the securities laws?
  • How will the guidance and interpretation effect the approach investment advisers take to retaining and evaluating an investment proxy advisor?

Faculty

Steingarten, Derek
Derek N. Steingarten

Partner
K&L Gates

Mr. Steingarten was a partner in the financial institutions group of a prominent national law firm based in Boston,...  |  Read More

Zarb, Frank
Frank Zarb

Partner
Proskauer Rose

Mr. Zarb is a partner in the Corporate Department, where he concentrates his practice on regulatory matters under the...  |  Read More

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