The SEC recently adopted rule amendments that will revise certain proxy adviser practices and issued further guidance on investment adviser voting responsibilities in a welcome change for many public companies. In this update, we highlight key changes for proxy adviser reports, including:

  • Proxy advisers must provide all public companies with a copy of their report at the same time it is given to their investment adviser clients.
  • Proxy advisers must provide timely notification to their investment adviser clients of a company’s response to the report.
  • Investment advisers must have procedures to ensure consideration of a company’s response to the report.

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Photo of Danielle Benderly Danielle Benderly

Danielle Benderly provides in-depth counsel to public companies with respect to their corporate governance and securities regulation, SEC reporting and stock exchange (NYSE or Nasdaq) and SEC compliance needs, as well as insider trading issues under Section 16, Rule 144 and Rule 10b-5.

Danielle Benderly provides in-depth counsel to public companies with respect to their corporate governance and securities regulation, SEC reporting and stock exchange (NYSE or Nasdaq) and SEC compliance needs, as well as insider trading issues under Section 16, Rule 144 and Rule 10b-5. Danielle works with companies in various industries, including semiconductor, retail, software, technology, energy, manufacturing, transportation and biotech, ranging in size from small cap to Fortune 500 companies.

Danielle’s practice also focuses on providing in-depth counsel to public and emerging growth companies, as well as individual executives, with respect to stock options, restricted stock, restricted stock units (RSUs), employee stock purchase plans (ESPPs), and other stock-based executive compensation design and interpretation issues, including for public and private securities offerings, initial public offerings (IPOs), mergers and acquisitions (M&A) transactions and ongoing securities compliance and compensation disclosure obligations. Danielle is a frequent speaker and author on these issues, including the Executive Compensation Disclosure Handbook and many client updates.

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Photo of Susan J. Daley Susan J. Daley

Susan has more than 25 years of experience in the areas of executive compensation, securities and employee benefits. She is president of the Chicago Chapter of the National Association of Stock Plan Professionals, and chair of the Employee Benefits and Executive Compensation Committee…

Susan has more than 25 years of experience in the areas of executive compensation, securities and employee benefits. She is president of the Chicago Chapter of the National Association of Stock Plan Professionals, and chair of the Employee Benefits and Executive Compensation Committee of the American Bar Association Business Law Section. She is also a former co-chair of the BNA Pension & Benefits Advisory Board as well as a former chair of the Federal Securities Law Subcommittee of the Employee Benefits Committee of the American Bar Association Section of Taxation, the Illinois State Bar Association Employee Benefits Section Counsel, the Chicago Bar Association Employee Benefits Committee and the Chicago Bar Association Federal Taxation Committee.

Susan is a frequent author and speaker on employee benefits, executive compensation and securities issues. She has been ranked one of America’s Leading Employment Lawyers in Chambers USA since 2011, listed in Best Lawyers in America in Employee Benefits (ERISA) Law since 1995 and listed as one of the “Top 50 Women in Illinois Super Lawyers,” as published by Law & Politics, 2006 – 2014 and 2016.

Susan is a co-author of The Executive Compensation and Disclosure Handbook: A Practical Guide to the SEC’s Executive Compensation Disclosure Rules (RR Donnelley, Revised 2010), a co-author of the BNA Tax Management Portfolio “Security Law Aspects of Employee Benefit Plans” and a contributing author to The Public Company Handbook: A Corporate Governance and Disclosure Guide for Directors and Executives (RR Donnelley, Revised 2021).

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Photo of Allison Handy Allison Handy

Allison Handy is the firmwide co-chair of the Corporate & Securities practice. Her extensive experience includes advising public and private companies in connection with corporate governance practices, disclosure issues, and capital markets transactions, such as equity offerings, debt offerings and tender offers. She…

Allison Handy is the firmwide co-chair of the Corporate & Securities practice. Her extensive experience includes advising public and private companies in connection with corporate governance practices, disclosure issues, and capital markets transactions, such as equity offerings, debt offerings and tender offers. She is also a leader of the firm’s Environmental, Social, and Governance advisory team.

Allison provides counsel to companies on a broad range of issues faced by management and directors in connection with the many compliance aspects of securities laws, including governance rules adopted by the Securities and Exchange Commission (SEC) and stock exchanges. She advises boards and committees in matters related to internal investigations and the efforts of shareholder activists, and works closely with in-house counsel, financial personnel, and outside auditors and advisors to help her clients prepare proxy statements and other reports to investors that meet complex disclosure obligations.

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Photo of Kelly Reinholdtsen Kelly Reinholdtsen

Kelly Reinholdtsen advises both public and private companies on the design and operation of equity-based arrangements, including compliance with federal and state securities laws, Section 16 and Rule 144.

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