SEC Guidance Regarding Investment Advisors and Proxy Firms

PLI Webinar

12/16/2014 01:00 p.m. - 02:00 p.m. EST

Banking + Financial Services, Corporate Finance | Capital Markets, Financial Institutions + Financial Services, and Investment Management

David M. LynnMarty Dunn, and Scott Lesmes

Marty DunnDavid M. Lynn, and Scott Lesmes


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Harrison Lawrence
(212) 336-4004

The SEC's Division of Investment Management and Division of Corporation Finance published joint guidance on June 30, 2014 regarding investment advisers' responsibilities in voting client proxies, and two exemptions from the federal proxy rules that are often relied upon by proxy advisory firms. The staff noted that the guidance may require investment advisers and proxy advisory firms to make changes to their systems and processes. In light of this guidance, investment advisers and proxy advisory firms should review the adequacy of their policies, procedures and practices, and revise them accordingly, before the onset of the 2015 proxy voting season.

During this program, Partners Marty Dunn, David Lynn and Scott Lesmes of Morrison & Foerster LLP will take a close look at the joint guidelines and their related impact on:

  • Compliance with fiduciary duty;
  • Voting every proxy not required;
  • Selecting a proxy advisory firm;
  • Ongoing oversight of proxy advisory firms;
  • Application of proxy rules to proxy advisory firms;
  • Rule 14a-2(b)(1); and
  • Rule 14a-2(b)(3).

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