Shaping the Governance Debate at ISS

ISS is the world’s largest provider of corporate governance research, data, analytics, and voting services. The case uses the effort of the Securities and Exchange Commission (SEC) to impose an array of new regulations that would severely restrict the functioning of this company to help readers understand the role of proxy advisors and institutional investors in corporate governance. As ISS rose to prominence throughout the early 21st century, it became highly influential in enabling investors to increase their ability to influence companies, managers, and boards of directors. ISS had therefore become a lightning rod for controversy, and its detractors in corporate America had been seeking regulation to rein it in for years. The case walks readers through the history of this debate, the concerns of each stakeholder, and how they intersected with ISS’s approach to providing proxy advisory services. It describes in detail how ISS developed its shareholder voting policies, determined its vote recommendations for its clients, and executed their votes come proxy season. It also provides some detail about the outlook for ISS’s business in light of recent trends in capital markets and corporate governance.