The Securities and Exchange Commission's (“SEC” or “Commission”) recent staff roundtable on the proxy process, and its resulting guidance, interpretation and proposed rules on limiting the use of shareholder proposals, regulating proxy advisors and their creation of shareholder voting...

This submission is in response to Chairman Clayton's July 30 press release announcing a staff roundtable on the proxy process and calling for submissions from interested parties. It refers in particular to proxy advisory firms and is distinguished from my October 8, 2018 comment letter that...

This comment letter to the SEC's staff roundtable on the proxy process requests the SEC to provide investment advisers with a liability safe harbor under the Investment Advisers Act of 1940 when using board voting recommendations in voting their proxies as long as their clients do not prohibit...

The Department of Labor (“DOL”), through its administration of ERISA, has a critical role to play in the regulation of employee pension benefit plans. Most importantly, the DOL is tasked with enforcing the fiduciary duties of ERISA plan managers. Under ERISA, plan managers owe the strictest...

Offensive shareholder activism (more commonly known as hedge fund activism) can be understood as a corrective mechanism in the governance of a public company. The legitimacy of offensive shareholder activism as a corrective mechanism is based on numerous empirical studies that have found this...

Investment advisers to mutual funds, exchange-traded funds, and separately managed accounts are typically delegated the authority to vote their clients' securities. When this delegation occurs, these investment advisers have a fiduciary duty to vote their proxies, typically the voting rights...

The SEC's proxy process review has so far led the SEC to approve two separate releases regarding proxy advisors. The focus of this comment letter is on the guidance provided in one of those releases, Release No. IA-5325 (Release). This guidance identifies, under the Investment Advisers Act of...

The shareholder empowerment movement (movement) has renewed its effort to eliminate, restrict or at the very least discourage the use of dual class share structures in initial public offerings (IPOs). This renewed effort was triggered by the recent Snap Inc. IPO that utilized non-voting stock....

When investment funds track the S&P 500, the index becomes more than just a list of 500 companies. The focus then turns to the financial and regulatory issues that arise from the discretionary decision-making of the Index Committee that governs the S&P 500. The discussion of these issues and...

It is important to recognize and accept that when we talk about Environmental, Social, and Governance (“ESG”) investing under ERISA, it is the fiduciary duties of plan managers to which our discussion is directed. It is not the desires of those who advocate for an increased use of ESG...