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The Morning Risk Report: Proxy Advisers ISS and Glass Lewis Are Facing Antitrust Probes

By Mengqi Sun | Dow Jones Risk Journal

 

Good morning. The Federal Trade Commission is investigating whether proxy advisory firms Institutional Shareholder Services and Glass Lewis violated antitrust laws through their business of guiding shareholder votes on contentious topics, people familiar with the matter said.

  • The probe: In its early stages, it is focused on the firms’ competitive practices and how they steer clients on hot-button issues such as climate- and social-related shareholder proposals, people familiar with the matter said. The FTC told Glass Lewis it was investigating whether it and others may have engaged in “unfair methods of competition,” according to a letter sent in late September that was reviewed by The Wall Street Journal.
     
  • The background: Corporate executives and business groups such as the U.S. Chamber of Commerce have for years complained about the influence of proxy advisers that challenge management’s view on shareholder votes. High-profile CEOs including Elon Musk and Jamie Dimon have weighed in, with Musk referring to ISS as “corporate terrorists” after it recommended Tesla investors reject his $1 trillion pay package. Tesla shareholders passed Musk’s compensation plan last week. 
     
  • What does it mean for corporate governance? Now the Trump administration is joining the pressure, including discussing potential executive orders that would broadly ban shareholder recommendations or block recommendations on companies that have engaged proxy advisers for consulting work, the Journal reported. Some Trump administration regulators, including Securities and Exchange Commission chairman Paul Atkins, have in the past sought tighter oversight of proxy advisers.
 
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Private Sector Data Fills in a Picture of the US Labor Market

Private sector reports reveal slowing job creation and accelerated layoffs in October, prompting investor caution and sharp declines in some technology stock valuations. Read More

More Risk & Compliance articles from Deloitte
 

Compliance

The agreement was unveiled during the Singapore FinTech Festival. Above, Singapore’s skyline. Photo: AFP via Getty Images

U.K. and Singapore financial watchdogs team up to regulate AI.

The financial watchdogs for the U.K. and Singapore are collaborating to share insights on regulating artificial intelligence in financial markets, as use of the technology grows rapidly worldwide, Risk Journal reports.

The Financial Conduct Authority, which oversees financial markets in the U.K., said in a statement Wednesday that it is partnering with the Monetary Authority of Singapore as part of its push to bolster global growth in AI-driven financial services.

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Inside the little-known world of private judges for hire.

Though not well-known even in the legal profession, it is true: In many states you can hire a private party to serve as a judge. And unlike arbitration or mediation, the proceedings are typically public and the rulings are broadly appealable in the courts. The practice isn’t common, but it is seeing an uptick among civil litigants who can’t stomach lengthy delays and want to ensure they have a judge with relevant expertise.

“When you are paying someone, oftentimes you have more access and get a quicker resolution,” said Florida lawyer Jordan Shaw, who represented clients in shareholder and real-estate disputes before private judges within the past year.

 
  • Coinbase Global plans to leave Delaware and reincorporate in Texas, the latest victory for the Lone Star State in its battle to woo businesses away from what has long been the country’s corporate capital.
     
  • Ukraine suspended its justice minister and its energy minister resigned, in the latest fallout from allegations of corruption in the country’s energy sector, which is becoming a challenge for Ukrainian President Volodymyr Zelensky.
     
  • THC-enhanced drinks, gummies and other products have become available to buy even in states that haven’t legalized recreational cannabis—representing a roughly $28 billion industry that grew out of a provision in the 2018 Farm Bill. Those products now could be stripped from U.S. store shelves under an amendment to the Senate bill to help reopen the federal government.
     
  • Russia has permanently banned 30 Japanese citizens from entering the country, including university professors, journalists and a government official, in retaliation for Japan’s sanctions against Russia over its war in Ukraine, the Russian foreign ministry said Tuesday, Risk Journal reports.
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42%

The percentage of financial leaders surveyed by technology services provider Omega Systems that said staying current with evolving regulations is their top compliance challenge, according to a new report published Wednesday.

 

Risk

California Gov. Gavin Newsom delivers a speech during the U.N. climate talks in Belém, Brazil. Photo: Mauro Pimentel/Agence France-Presse/Getty Images

California governor says climate risk is financial risk at COP30 Summit.

California Gov. Gavin Newsom warned that climate change remains a financial risk for voters and for the wider economy during a visit to the COP30 talks in Brazil, Risk Journal reports.

Newsom arrived in the Amazonian city of Belém on Tuesday. The United Nations climate negotiations taking place here mark 10 years since the signing of the Paris Agreement, where the world agreed to limit global warming to below two degrees Celsius.

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U.S.-China export control truce could be short.

The U.S.-China trade truce, which saw a relaxation of export controls on both sides, may be only a ceasefire, and companies should prepare for a ratcheting up of regulations, Risk Journal reports.

Both sides have warned that the pause in the new rules could be temporary, said Siqi Zhao, an associate at law firm Bennink Dunin-Wasowicz.

“Really, this pause shouldn’t be considered as a stop point,” Zhao said in a Dow Jones webinar Wednesday. “It should be considered as an opportunity for companies to really carefully start reviewing…their compliance programs.”

 
  • Atlanta Fed President Raphael Bostic said Wednesday he would retire when his current five-year term expires at the end of next February, avoiding a possibly messy internal row over his reappointment.
     
  • Two major government reports on inflation and the labor market for October are “likely never” to be released, the White House press secretary said Wednesday.
     
  • President Trump sent Israel’s president, Isaac Herzog, an official request to pardon Israeli Prime Minister Benjamin Netanyahu, who is on trial for corruption.
     
  • The U.S. Treasury Department has sanctioned 32 individuals and entities based in nine countries, including Turkey, China and India, for their alleged involvement in procurement networks it said support Iran’s ballistic missile and drone program, Risk Journal reports.

“All right everybody, this is the last one. God bless America, and we’re going to save the taxpayers $56 million.”

— U.S. Treasurer Brandon Beach said. The U.S. Mint struck the final five U.S. pennies Wednesday afternoon, ending the country’s 232-year history of making one-cent pieces.
 

What Else Matters

  • The GOP-led House passed a spending package reopening the government and President Trump signed it into law late Wednesday, drawing to a close a record-long 43-day shutdown driven by Democrats’ demands to extend expiring healthcare subsides.
     
  • Economists have long planned their professional and personal lives around the regular morning government data releases that occur throughout a typical month. Though private-sector economists have continued to be paid as usual, unlike the federal workers who missed paychecks, they say it’s been hard to decipher the direction of the economy.
     
  • Democrats released new emails from Jeffrey Epstein in which the late financier discussed Donald Trump, prompting Republicans to accuse Democrats of cherry-picking and to release 20,000-plus pages of other Epstein documents.
     
  • It will be days—perhaps longer—before U.S. air travel snaps back to normal from the disruptions driven by the government shutdown.
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About Us

Follow us on X at @WSJRisk. Send tips to our reporters Max Fillion at max.fillion@dowjones.com, Mengqi Sun at mengqi.sun@wsj.com and Richard Vanderford at richard.vanderford@wsj.com.

You can also reach us by replying to any newsletter, or by emailing our editor David Smagalla at david.smagalla@wsj.com.

 
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