Institutional Shareholder Services
Institutional Shareholder Services is a major proxy-advisory and institutional-investor services firm that provides voting recommendations, governance research, ESG data, and related analytics.
Last updated October 16, 2026
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Overview
Institutional Shareholder Services, commonly known as ISS, is an American professional-services and financial-information firm serving institutional investors and public companies. Founded in 1985, it became one of the most influential proxy-advisory firms in the world. Its principal clients include mutual funds, pension funds, hedge funds, asset managers, and other organizations that hold shares in many companies and must evaluate or cast votes on matters presented at shareholder meetings. ISS analyzes proxy materials and corporate-governance issues, then provides research and recommendations concerning director elections, executive compensation, mergers, shareholder proposals, capital-structure questions, and other ballot items. Institutional investors may use the recommendations as part of their own voting processes, and ISS also provides voting-administration and related services. Because large investors can control significant portions of a company’s voting stock, ISS recommendations can materially affect the outcomes of contested elections, compensation votes, and governance proposals. The firm broadened its business beyond traditional proxy research through acquisitions in sustainable and responsible investment, environmental, social, and governance research, climate data, corporate-performance analytics, cyber-risk measurement, and municipal ESG scoring. Its acquisitions included Ethix SRI Advisors, IW Financial, Climate Neutral Investments, EVA Dimensions, oekom research, CAER, the FICO Cyber Risk Score business, and ACRe Data. These transactions helped establish ISS as a broader provider of investment research and decision-support tools rather than solely a proxy-voting adviser. ISS has operated through several ownership changes. It was owned by MSCI until April 2014, when Vestar Capital Partners acquired it. Ownership later passed to Genstar Capital in 2017. In November 2020, Deutsche Börse announced an agreement to acquire a majority stake in ISS for approximately €1.5 billion. ISS subsequently became part of Deutsche Börse’s broader financial-market infrastructure and data activities. The firm’s influence has also generated criticism. Some corporate and legal commentators have argued that proxy advisers wield excessive power over board composition, executive pay, and shareholder voting without being subject to regulation comparable to that faced by other influential financial intermediaries. ISS has specifically faced criticism over recommendations opposing provisions that shift certain litigation fees in securities-fraud cases. In 2013, it agreed to pay a $300,000 Securities and Exchange Commission penalty and retain an independent compliance consultant after regulators alleged that it had failed to protect confidential client proxy-voting information. ISS’s recommendations have featured in prominent corporate contests. It opposed several Disney governance decisions in connection with the company’s 2012 annual meeting and supported candidates backed by investor Carl Icahn in his 2012 proxy contest at Forest Laboratories. These episodes illustrated the practical importance of proxy advisers in director elections and governance disputes. The company remains a central participant in the proxy-advisory and institutional-investor research market, competing most directly with Glass Lewis. Its business combines shareholder-voting analysis with governance, sustainability, investment, risk, and data products. At the same time, its position continues to attract scrutiny from corporations, investors, regulators, and policymakers concerned about conflicts of interest, methodological transparency, market concentration, and the role of private research firms in public-company governance.
History
Institutional Shareholder Services was founded in 1985 to serve the growing need of institutional investors for professional analysis of shareholder votes and corporate-governance matters. Large asset owners and investment managers often hold positions in hundreds or thousands of public companies, making it difficult to review every proxy statement and ballot issue internally. ISS developed research and recommendation services intended to help those investors make voting decisions and administer votes across broad portfolios. Over time, ISS became a leading participant in the proxy-advisory industry. Its work covered director elections, executive compensation, shareholder proposals, mergers, governance structures, and other matters submitted to investors. The firm’s recommendations acquired particular importance because institutional shareholders frequently hold substantial voting stakes. Its influence was highlighted in 2012, when ISS recommended voting against four Disney nominating and governance committee directors after the company announced a combination of its chief executive and chair positions after the shareholder-proposal deadline and increased CEO and chair compensation. That year, ISS also recommended two candidates backed by investor Carl Icahn in his proxy contest involving Forest Laboratories. ISS expanded into environmental, social, and governance and sustainable-investment services through a series of acquisitions. In September 2015 it bought Ethix SRI Advisors, whose activities included responsible-investment research, corporate engagement, screening, monitoring, and company assessment. The business was integrated as ISS-Ethix. In January 2017, ISS acquired IW Financial, a U.S. provider of ESG research, consulting, and portfolio-management solutions. In June of the same year, it acquired Climate Neutral Investments, the investment-climate-data division of South Pole Group. The firm continued broadening its analytical capabilities in 2018. It acquired EVA Dimensions in February, adding cash-flow-based corporate-performance analysis, and bought German ESG rating provider oekom research AG in March. In February 2019, ISS acquired CAER, a Canberra-based research business serving institutional investors seeking to monitor portfolio-company ESG policies, practices, and disclosures. In October 2020, it acquired the FICO Cyber Risk Score business, extending its risk-data offering into cybersecurity. In February 2021, it acquired ACRe Data, which provided ESG scoring for the U.S. municipal market. ISS also experienced significant changes in ownership. MSCI owned the business until April 30, 2014, when Vestar Capital Partners purchased it. Ownership changed again in 2017, when Genstar Capital acquired ISS. In November 2020, Deutsche Börse announced an agreement to acquire a majority stake for approximately €1.5 billion, placing ISS within a major global financial-market group and reinforcing its role as a provider of governance and investment data. The company’s prominence brought regulatory and political scrutiny. Critics argued that proxy advisers could exert disproportionate influence over corporate elections and executive compensation while operating with limited transparency. ISS also faced criticism for recommending against fee-shifting provisions related to securities-fraud litigation. In 2013, the SEC alleged that ISS had not adequately safeguarded confidential proxy-voting information belonging to clients. ISS settled by paying a $300,000 fine and agreeing to retain an independent compliance consultant. In later years, scrutiny focused on the market power and policy influence of proxy advisers. Reference material reports an FTC antitrust investigation involving ISS and Glass Lewis in 2025, as well as a U.S. executive order directing a reassessment of proxy-adviser rules. The same material reports that JPMorgan announced in 2026 that it would no longer rely on proxy advisers for shareholder votes, instead using alternative AI tools. These developments illustrate continuing debate over the appropriate role of ISS and its competitors in modern corporate governance.
- 2021
ISS acquires ACRe Data
[1]ISS acquires ACRe Data to expand ESG scoring capabilities in the U.S. municipal marketplace.
- 2020
Deutsche Börse announces majority acquisition
[1]Deutsche Börse announces an approximately €1.5 billion deal to acquire a majority stake in ISS.
- 2018
ISS adds EVA Dimensions and oekom research
[1]The firm expands into cash-flow-based performance analytics and ESG ratings through acquisitions of EVA Dimensions and oekom research AG.
- 2017
Genstar Capital acquires ISS
[1]Ownership of ISS changes to Genstar Capital, while ISS also acquires IW Financial and Climate Neutral Investments.
- 2015
Ethix SRI Advisors joins ISS
[1]ISS acquires Ethix SRI Advisors and expands its sustainable and responsible investment capabilities.
- 2014
Vestar Capital Partners acquires ISS
[1]Vestar purchases ISS from MSCI on April 30, 2014.
- 2013
SEC settlement concerning client voting information
[1]ISS agrees to a $300,000 penalty and independent compliance oversight in connection with alleged failures to safeguard confidential proxy-voting information.
- 2012
ISS intervenes in Disney and Forest Laboratories governance contests
[1]ISS recommends votes against four Disney governance committee directors and supports two Carl Icahn-backed candidates in a Forest Laboratories proxy contest.
- 1985
Institutional Shareholder Services is founded
[1]ISS is established to provide institutional investors with proxy research and shareholder-voting support.
Products and positioning
ISS positions itself as an independent research, analytics, and technology provider for institutional investors and public companies. Its distinctive role is to convert complex corporate-governance, shareholder-meeting, ESG, investment, and risk information into standardized analysis and decision-support tools.
Proxy advisory
Proxy voting research and recommendations
ISS reviews proxy statements and shareholder-meeting agendas and provides institutional investors with analysis and voting recommendations. Coverage can include director elections, executive compensation, mergers, shareholder proposals, governance structures, and other matters requiring a shareholder vote. The service is designed to help investors process large numbers of meetings consistently, while clients retain responsibility for their voting policies and decisions.
Corporate governance
Governance research
ISS governance research evaluates board composition, director independence, executive pay, shareholder rights, governance arrangements, and company-specific voting issues. It supports institutional investors that need structured information for stewardship and engagement programs and is also relevant to public companies monitoring investor expectations.
ESG research and data
ISS ESG and responsible-investment solutions
ISS’s ESG-related activities include environmental, social, and governance research, ratings, screening, monitoring, corporate engagement support, and sustainable-investment analysis. The offering was expanded through acquisitions including Ethix SRI Advisors, IW Financial, oekom research, CAER, Climate Neutral Investments, and ACRe Data.
Investment analytics · 2018
Corporate-performance analytics
Through EVA Dimensions, ISS added cash-flow-based analysis of corporate performance. This type of research helps investors assess operating and capital-allocation performance using measures designed to complement conventional accounting and market indicators.
Risk analytics · 2020
Cyber-risk scoring
ISS expanded into cyber-risk measurement through its acquisition of the FICO Cyber Risk Score business. The capability is intended to help organizations evaluate, manage, and reduce cyber exposure across companies and investment portfolios.
Controversies
2025
Reported FTC antitrust investigation
Reference material reports that the FTC investigated ISS and Glass Lewis regarding the competitive effects and influence of proxy-advisory recommendations on institutional investors and controversial corporate-policy issues.
2013
SEC action over confidential proxy-voting data
The SEC alleged that ISS failed to adequately safeguard confidential proxy-voting information belonging to clients. ISS agreed to pay a $300,000 penalty and retain an independent compliance consultant.
Brand decisions
2020
Deutsche Börse agrees to acquire a majority stake in ISSM&ABackground
ISS had expanded from proxy advice into ESG, governance, investment, and risk data through multiple acquisitions.
Action taken
Deutsche Börse announced an agreement to acquire a majority interest in ISS for approximately €1.5 billion.
Aftermath
ISS became part of Deutsche Börse’s financial-market data and infrastructure activities.
Announced transaction value. (2020 announcement)
2012
ISS recommends opposition to Disney governance directorsStrategyBackground
Disney announced a combination of its chief executive and chair positions after the shareholder-proposal deadline and also increased CEO and chair compensation.
Action taken
ISS advised clients to vote against four members of Disney’s Nominating and Governance Committee at the 2012 annual meeting.
Aftermath
The recommendation demonstrated the influence proxy advisers could exert in high-profile board and executive-compensation matters.
2012
ISS supports candidates in Forest Laboratories proxy contestStrategyBackground
Billionaire investor Carl Icahn nominated candidates in a proxy contest involving Forest Laboratories.
Action taken
ISS recommended two Icahn-backed candidates to its institutional-investor clients.
Aftermath
The recommendation placed ISS at the center of a contested director-election process.
Recent events
ISS sues the SEC over proxy-adviser guidance[2]
Reported:
Institutional Shareholder Services sued the U.S. Securities and Exchange Commission over guidance concerning proxy advisers. ISS argued that the guidance was arbitrary and capricious and had improperly changed the regulatory regime.
Sources2 sources
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