When a Corporate Governance Rating Agency SUCH AS ISS recommends to shareholders how to vote on a proxy fight, they MAINLY take into account:

A.How much stock the dissident shareholders own in the company;

B.Whether management is in favor of thealternative board slate;

C.Whether the two companies' cultures would be compatible after they are merged;

D.The long-term performance of the company where the proxy fight is taking place, and whether the proposed new board can improve the value of the company to investors.