ISS' new leader brings legal eye to corporate battles
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Andrew Borek. Photo: Victor J. Blue/Bloomberg via Getty Images
Andrew Borek, the new head of ISS' influential special situations research team, brings a sharp pen and a keen legal eye to the role he's set to take on.
Why it matters: CEOs, board members, investors, and their advisers will be looking for clues on how he plans to steer the high profile team.
Catch up quick: Borek replaces Cristiano Guerra, who led the U.S. special situations team since 2017.
- The U.S. special situations research group's purpose is to analyze corporate battles that are going to a shareholder vote, and issue a voting recommendation to ISS' investor clients before placing their ballots.
- ISS is the world's largest proxy adviser, and its recommendations help sway corporate fights large and small every year.
Between the lines: Former ISS colleagues point to Borek's law degree as a clue in how he tackles proxy fights and hostile takeovers. They say he is a strong, critical writer and someone who will keep drilling into analyses, to the point of pushing past deadlines.
- Several described Borek's research reports as "pointed," an early hint that his decisions may land more heavily than his predecessor.
- Guerra was known for going out of his way for equal time with company executives and investors. "He would say, 'because I'm talking to you now, I need to talk to the other side too,'" said one lawyer who has brought several clients in front of ISS.
"Cristiano emphasized a more balanced approach in assessing both management and activists perspectives," said Rodolfo Araujo, an activism defense adviser who previously worked with both Guerra and Borek at ISS.
- "I expect Andrew to continue that approach, though with more pointed discussions with involved parties, and sharper recommendations," Araujo said.
- Other former ISS colleagues who wished to remain anonymous said where Guerra could see the gray in a situation, they expect Borek to be more black and white.
- "He's very deliberate in his word choice," said one former colleague, who said Borek would obsess over getting a recommendation right.
Zoom in: Borek, who joined ISS in 2012, wrote the research recommendation for Exxon Mobil's boardroom battle in 2021.
- ISS recommended in favor of a first time activist hedge fund, a decision that helped sway the shareholder vote, and put three new directors on the company's board.
What they're saying: The same former colleague said Borek is the most experienced analyst on the current team and that he was the right choice for the role.
- He said Borek, a careful, poker-faced listener, will be advised to start slow, and not try to ruffle many feathers early on.
- "I'm just not sure where that advice will land," he said. "Andrew will chart his own course."
Go deeper: Outgoing ISS head struck a balance in proxy fights
