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
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.
- New SEC guidance regarding proxy voting responsibilities of investment advisers
- What is different under the new guidance?
- Areas of focus:
- Documenting investment advisers' authority to vote proxies on their client's behalf
- Voting determinations in the client's best interest and following the investment adviser's proxy voting policies
- Factors an investment adviser should assess when engaging the services of a proxy advisory firm
- Incompleteness or potential weaknesses in methodologies in a proxy advisory firm's analysis that may affect an investment adviser's voting determinations
- How an investment adviser should evaluate the services of a proxy advisory firm that it retains
- Whether an investment adviser is required to exercise every opportunity to vote a proxy for a client
- Interpretation regarding the applicability of Rules 14a-1 and 14a-9 to proxy voting advice
- Proxy voting advice deemed solicitation
- Suggested disclosures to avoid a violation of Exchange Act Rule 14a-9
- Explanation of the methodology used to formulate voting advice
- Information about third-party information sources
- 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
- Information regarding material conflicts of interest that arise in connection with delivering the proxy voting advice
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?
Derek N. Steingarten
Mr. Steingarten was a partner in the financial institutions group of a prominent national law firm based in Boston,... | Read More
Mr. Steingarten was a partner in the financial institutions group of a prominent national law firm based in Boston, where he worked for 15 years prior to joining K&L Gates in 2015. As a university and law student, he worked for the Government of Canada, within both the Department of Foreign Affairs and the Department of Justice.Close
Mr. Zarb is a partner in the Corporate Department, where he concentrates his practice on regulatory matters under the... | Read More
Mr. Zarb is a partner in the Corporate Department, where he concentrates his practice on regulatory matters under the U.S. federal securities laws, as well as on equity finance transactions regulated under those laws. He also counsels public and private companies, broker-dealers, hedge funds, as well as other investors, on a wide range of transactional and securities regulatory compliance matters.Close
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