FORTUNE — Insight Venture Partners reportedly is in pole position to acquire Institutional Shareholder Services, the influential proxy advisor that is being auctioned off by current owned MSCI Inc. (MSCI) for approximately $300 million.
If successful, it will be interesting to see what types of firewalls Insight erects to prevent conflicts of interest (or the perception of conflict).
For example, will ISS issue a shareholder recommendation when Insight offers to acquire a publicly-traded company? Or what about for an acquisition of a company in which Insight is a significant shareholder?
Insight isn’t talking yet, so perhaps the best guide is what happened at ISS when it was owned by private equity firm Warburg Pincus and Hermes Pensions Management between 2001 and 2006 (during which time the company’s value increased more than twelve-fold).
A source familiar with the situation says that the company adopted a policy by which the board would have no role in any advisory recommendations made by the ISS research team. Moreover, the board would not be notified of a recommendation until it first was made available to ISS subscribers. Both rules were established at the time of initial investment.
I’d assume that Insight would put similar policy in place, but shareholders still would need to take the “church/state” separation at face value. Got to wonder if the smarter policy would just be for ISS not to issue opinions on such deals at all, given that they would represent such a small percentage of overall M&A activity…
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