2026 promises to be a year that will demand both agility and strategic foresight from boards of directors and management as they navigate unprecedented challenges.Continue Reading Selected Issues for Boards of Directors in 2026
Proxy Rules
House Financial Services Committee Previews Possible 14a-8 Reform
By Francesca L. Odell & Shuangjun Wang on
On September 10, 2025, the U.S. House Committee on Financial Services hosted a hearing titled “Proxy Power and Proposal Abuse: Reforming Rule 14a-8 to Protect Shareholder Value” to assess the shareholder proposal process, evaluate the influence of proxy advisory firms and highlight legislative solutions to limit shareholder proposals to material issues. The hearing comes at a time of enhanced regulatory scrutiny of the shareholder proposal process and could be indicative of future 14a-8 reform approaches under the SEC’s recently issued Spring 2025 Reg-Flex Agenda. Continue Reading House Financial Services Committee Previews Possible 14a-8 Reform
Outlook for Activism in 2023
By James E. Langston, Kyle A. Harris & Claire Schupmann on
Shareholder activism continued to rise in 2022, and is poised to bubble over in 2023. As we turn the page on 2022, the overall macroeconomic and geopolitical picture portends continued market volatility and recessionary-like conditions, and activists of all stripes will look to capitalize on valuation re-sets and broader disruption to push their agendas at companies at home and abroad.
Continue Reading Outlook for Activism in 2023
New DOL Guidance on ESG and Proxy Voting
By Michael Albano & Elizabeth Dyer on
The Department of Labor released its final rule clarifying the application of ERISA’s fiduciary duties to the selection of investments and investment courses of action, including with respect to the consideration of ESG factors and the exercise of shareholder rights. Please click the link below for a high-level overview of the final rule, which discusses…
The SEC Backs Off on Proxy Advisory Firms
By Cleary Gottlieb on
On November 17, the SEC proposed new rule amendments that would eliminate the core of the new requirements it imposed on proxy advisory firms in July 2020. The SEC had previously announced it would not enforce these requirements, so the process between proxy advisory firms and subject companies will be largely unregulated, much as it…
Virtual Shareholder Meetings now Permanently Permitted in NY
By Helena K. Grannis & Francesca L. Odell on
On November 8, 2021, New York Governor Kathy Hochul signed legislation to permanently amend provisions of the NY Business Corporation Law to allow companies to use electronic means to document action by written consent by boards and to hold virtual shareholder meetings, unless such action is prohibited by the entity’s articles of organization or by-laws. As discussed in our prior post, Governor Cuomo issued two Executive Orders: the first, March 7 Executive Order No. 202, declared a disaster emergency and ceased operations of all non-essential businesses in New York state; and the second, March 20th Executive Order No. 202.8, temporarily suspended several regulations governing meetings at New York corporations. Absent this relief, New York state still required an in-person shareholder meeting be held, although following an October 2019 rule change, it also permitted a virtual component (subject to certain conditions).
Continue Reading Virtual Shareholder Meetings now Permanently Permitted in NY
SEC Provides New Guidance on Shareholder Proposals – Likely To Limit Companies’ Ability To Exclude Environmental and Social Proposals
By Francesca L. Odell, Mary E. Alcock, Helena K. Grannis, Jeff J. Shim & Nikta Daijavad on
On November 3, 2021, the Division of Corporation Finance of the SEC (the “Staff”) issued Staff Legal Bulletin (“SLB”) No. 14L, which rescinds SLBs Nos. 14I, 14J and 14K, all of which provided guidance with respect to no-action letter requests that sought relief from the Staff to exclude shareholder proposals on the basis of Rule 14a-8(i)(7) and Rule 14a-8(i)(5). SLB No. 14L also provides guidance on (i) certain technical exclusions, (ii) the use of graphics and images in proposals and (iii) the use of email between proponents and companies.
Continue Reading SEC Provides New Guidance on Shareholder Proposals – Likely To Limit Companies’ Ability To Exclude Environmental and Social Proposals
Going Public: A Guide to U.S. IPOs for Founders, Officers, Directors, and Other Market Participants
By Adam Fleisher on
We are pleased to bring you a substantial update to “Going Public: A Guide to U.S. IPOs for Founders, Officers, Directors and Other Market Participants,” which provides a complete overview of the U.S. IPO process for these and other market participants.
This edition expands on developments relating to:
- Environmental, Social, and Governance (ESG) trends
- Direct
…
SEC Amends Requirements for Shareholder Proposals in Proxy Statements
By Mary E. Alcock, Nick Grabar, Helena K. Grannis & Rosa Parmose on
On September 23, the SEC voted 3-2 to amend certain of the procedural requirements for the inclusion of shareholder proposals in a company’s proxy statement under Exchange Act Rule 14a-8. The amendments were adopted substantially as proposed in November 2019, except for the so-called “momentum” provision, which would have permitted companies to exclude shareholder proposals…
The SEC Takes Action on Proxy Advisory Firms
By Nick Grabar, David Lopez, Sandra Flow, James E. Langston, Mary E. Alcock, Helena K. Grannis, Shuangjun Wang & Jasmine Johnson on
For more than a decade, the SEC has been wrestling with whether and how to regulate the activities of the proxy advisory firms – principally ISS and Glass Lewis – that have come to play such an important role in shareholder voting at U.S. public companies. On July 22, 2020, the SEC adopted rules and…