SEC Staff Withdraws Proxy Advisory Guidance Ahead of Fall Roundtable on Proxy Process: Withdrawal of Interpretive Letters Issued in 2004 to Institutional Shareholder Services, Inc. and Egan-Jones Proxy Services

Sullivan & Cromwell LLP - September 14, 2018
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Yesterday, the SEC’s Division of Investment Management withdrew two interpretive letters issued in 2004 to Egan-Jones Proxy Services and Institutional Shareholder Services, Inc. The letters described some of the guidelines under which an investment adviser could rely on a proxy advisory firm as an independent third party for purposes of making proxy voting recommendations.  In particular, the letters focused on the steps an investment adviser should take to ensure that voting recommendations were made in an impartial manner and that the proxy advisory firm’s potential conflicts of interest were addressed.  The SEC staff stated that it was providing notice of withdrawal to facilitate discussion at the SEC’s Roundtable on the Proxy Process, expected to be held November 2018.