Jennifer Zepralka

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On February 11, 2025, Institutional Shareholder Services, Inc. (ISS) announced that it will be halting consideration of certain diversity factors indefinitely when making vote recommendations with respect to the election and re-election of U.S. company directors under its Benchmark and Specialty policies. ISS will no longer be considering the gender, racial or ethnic diversity of…

During the Practising Law Institute’s 56th Annual Institute on Securities Regulation, Securities and Exchange Commission’s Division of Corporation Finance (the “Division”) Deputy Director for Disclosure Operations Cicely Lamothe shared valuable insights on implementation of the SEC’s pay versus performance (PvP) rules.  The SEC adopted these rules in 2022, which require disclosure of five years of…

On November 13, 2024, at the Practicing Law Institute’s 56th Annual Institute on Securities Regulation, panelists shared key updates from this year’s proxy season and highlighted emerging trends to watch in 2025.  Public companies experienced favorable voting outcomes across compensation, activism, shareholder proposals, and director elections in 2024. 

Activism and the Impact of the Universal
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At Northwestern Law’s 44th Annual Ray Garrett Jr. Corporate & Securities Law Institute, Erik Gerding, Director of the SEC’s Division of Corporation Finance, discussed the Securities and Exchange Commission’s final rules relating to cybersecurity risk management, strategy, governance, and incident disclosure (the “Final Rules”). The Final Rules require public companies to timely report material cybersecurity…

The Latest in the Saga of the SEC’s Regulation of Proxy Advisory Firms

On June 26, 2024, the Fifth Circuit Court of Appeals vacated a significant part of a 2022 Securities and Exchange Commission (SEC) rulemaking, which itself was a reversal of the agency’s 2020 amendments to the rules relating to proxy voting advice produced…