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ISS Releases Guidance on Its Policies in Response to the Coronavirus Pandemic–Poison Pills, Share Repurchases, Dividends, Virtual Meetings, and Compensation

Client memorandum | April 14, 2020

In this memorandum, we summarize the guidance issued by proxy advisory firm ISS as to how its policies will be applied in the upcoming proxy season in light of current business and market conditions due to the Coronavirus pandemic. Of note, ISS indicated that the pandemic likely provides valid justification for a board to adopt (without shareholder approval) a short-term poison pill; stated that it could be appropriate for companies to decrease their dividends and hold virtual shareholder meetings; and cautioned against companies buying back their stock.

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