Should Your Company Take a Stand on Political and Social Issues?
Why Every Day Is Proxy Season for Public Companies
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Shareholder proposals submitted for 2024 annual meetings continued to cover a wide range of environmental, social and governance (ESG) topics. And companies seeking to exclude shareholder proposals they deemed inappropriate...more
You may recall that, in January, ExxonMobil filed a lawsuit against Arjuna Capital, LLC and Follow This, the two proponents of a climate-related shareholder proposal submitted to Exxon, seeking a declaratory judgment that it...more
In recent years, there has been a steady increase in shareholder proposals that target a public company’s ESG commitments, including diversity and inclusion data, environmental or emission programs, and community engagement....more
The 2023 proxy season is just around the corner. This quick reference guide, which is intended to supplement Shearman & Sterling’s 20th Annual Corporate Governance & Executive Compensation Survey, summarizes themes from the...more
This proxy season, companies saw more shareholder proposals than in the past, a change that has been widely attributed to actions by the SEC and its Division of Corporation Finance that had the effect of making exclusion of...more
On July 13, 2022, by a 3-2 party-line vote, the SEC proposed amendments to Rule 14a-8 to modify three of the existing bases for the exclusion of shareholder proposals from a company’s proxy statement, namely: ,,The...more
Over the better part of two decades, the SEC has been narrowing the bases for excluding shareholder proposals, resulting in greater access to proxy statements for shareholders to force a vote on a wide array of topics,...more
The US Securities and Exchange Commission on July 13 proposed amendments to the shareholder proposal rule, which governs the process for including or excluding a shareholder proposal in a company’s proxy statement....more
[This post revises and updates my earlier post on this topic primarily to reflect the contents of the proposing release.] At an open meeting last week, the SEC voted, three to two, to propose new amendments to Rule...more
On July 13, 2022, the U.S. Securities and Exchange Commission (SEC), by a 3-2 vote, proposed amendments to the proxy rules that would narrow certain grounds under which companies may exclude shareholder proposals from their...more
At an open meeting yesterday morning, the SEC welcomed new Commissioner Mark Uyeda and bid farewell to Commissioner Allison Herren Lee. The SEC also voted to adopt new amendments to the rules regarding proxy advisory firms,...more
Environmental, social, and governance (ESG) issues received unprecedented attention from investors during the 2021 proxy season, and early indications show that the momentum will continue to build this year....more
In November, 2021 the SEC Division of Corporation Finance announced it had rescinded Staff Legal Bulletin (“SLBs”) Nos. 14I, 14J and 14K after a review of staff experience applying the guidance in them. Apparently as a...more
In this issue, we cover regulatory developments impacting the investment management sector, including proposed legislation supported by the Investment Company Institute to address challenges for closed-end funds; the...more
On November 16, 2021, Skadden held a webinar titled “Preparing for the Shareholder Proposal Season.” The panelists were Gianna McCarthy, Director of Corporate Governance for the Office of the New York State Comptroller (New...more
On November 3 the SEC’s Division of Corporation Finance issued Staff Legal Bulletin 14L (SLB 14L) to provide new guidance on the application of the “ordinary business” and “economic relevance” exceptions to a public company’s...more
The SEC’s Division of Corporation Finance recently published Legal Bulletin 14L (CF) (the “Bulletin”) providing updated guidance on excluding shareholder proposals under Rule 14a-8 under the Exchange Act. Specifically, the...more
Summary - The Division of Corporation Finance of the U.S. Securities and Exchange Commission (SEC) issued a new SEC Staff Legal Bulletin outlining its views on excluding shareholder proposals under Rule 14a-8(i)(5), the...more
The SEC Division of Corporation Finance announced it has rescinded Staff Legal Bulletin (“SLBs”) Nos. 14I, 14J and 14K after a review of staff experience applying the guidance in them. Public companies relied on the guidance...more
Climate-related issues have taken on an enhanced level of concern at the federal government level since the Biden administration rejoined the Paris Agreement in an effort to stem climate change impacts, and the administration...more
On November 3, 2021, the Staff of the Securities and Exchange Commission’s Division of Corporation Finance issued Staff Legal Bulletin No. 14L (the New SLB), which will make it more difficult for companies to exclude social...more
On November 3, 2021, the U.S. Securities and Exchange Commission (SEC) issued a Staff Legal Bulletin (SLB 14L) limiting the ability of public companies to exclude from proxy statements shareholder proposals that relate to...more
Things are getting interesting, and the shareholder proposal and annual meeting season has only barely kicked off. On Wednesday, November 3, the Division of Corporation Finance (the “Division”) of the Securities and Exchange...more
On November 3, 2021, the staff of the Division of Corporation Finance (Staff) of the US Securities and Exchange Commission (Commission) issued Staff Legal Bulletin No. 14L (SLB 14L), providing information regarding the...more
On November 3, 2021, the staff (“staff”) of the Division of Corporation Finance (“Division”) of the U.S. Securities and Exchange Commission (“SEC”) published Staff Legal Bulletin No. 14L which reverses a series of...more