What Happens When ISS Gets the Numbers Wrong?

A complimentary 90-minute webinar co-sponsored by Eagle Rock Proxy Advisors and Waller Lansden Dortch & Davis, LLP will be held at 2:00 p.m., EDT, on Thursday, November 1, 2012. Register now.

James B. Bristol, Partner – Waller Lansden Dortch & Davis, LLP
From startup ventures to publicly traded companies, James Bristol advises clients on all types of compensation and benefits. Well-versed in federal and state tax rules, ERISA, SEC disclosures, and the myriad regulations that surround benefits and compensation packages, James embraces the challenge of finding solutions that meet the client’s goals. Clients who rely on the firm for a variety of corporate and litigation matters appreciate that James adds another layer of service. His experience includes:

  • Compensation packages for incoming executives and directors
  • Deferred compensation agreements, including 409A, SERPs, rabbi trusts and funding
  • Revised compensation packages following a merger or acquisition
  • Severance packages for departing executives and directors
  • Stock and equity incentive programs, including ESOPs

A creative, convergent thinker, James recognizes that executive benefits issues are complex, not only because of regulatory scrutiny, but also because of the public relations aspect related to shareholder scrutiny. Clients can appreciate that James collaborates with their internal advisors to craft well-rounded solutions.

Christopher “Chris” M. Phillips, Partner – Waller Lansden Dortch & Davis, LLP

Clients requiring representation on mergers and acquisitions and counsel on payment system matters call on Chris Phillips for his practical advice and specific industry expertise. He represents national and international buyers and sellers in the acquisition, disposition, financing and operation of payment processing and financial technology companies. Clients benefit from Chris’ comprehensive understanding of industry operations, as well as his technical proficiency in the negotiation and drafting of sponsorship, card processing and key vendor agreements.

Healthcare industry clients look to Chris for counsel on the sale and purchase of hospitals, health systems and related healthcare service providers. He also represents private equity investors in the healthcare, payments and technology sectors.

He is a member of the American Bar Association working group that publishes the semi-annual Private Target Mergers and Acquisitions Deal Points Study and a frequent speaker at financial services industry conferences and meetings.

Bradley A. Robinson, Managing Director – Eagle Rock Proxy Advisors

Brad is responsible for Eagle Rock’s corporate governance advisory services and assists clients in analyzing and shaping their governance policies and practices. Prior to joining Eagle Rock, Brad was a member of the research team at Proxy Governance, Inc., a proxy advisory firm for institutional investors, where he worked extensively with industry experts focusing on a range of issues, from executive compensation policy, poison pills, and private placements, to proxy contests. Brad has co-authored a study examining the voting policies and practices of major exchange-traded-funds. Previously, Brad held a position as a Series 7 and 52 licensed stockbroker. Brad received a Bachelor of Arts degree in Philosophy and Psychology from the University of Rochester and a Juris Doctor from the University of Pittsburgh Law School.

Everyone gets it wrong sometime. I think ISS does a great job, especially considering how many proposals they analyze with a limited amount of resources. For an alternative approach, see Costco: Proxy Advisor Contest Proposed. Follow the no-action request and response at VoterMedia.org.

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