News & Analysis as of

Shareholder Proposals

Preliminary Planning for the 2018 Proxy Season

Rule 14a-21(b) requires a say-on-pay frequency vote every six years. Many issuers included a frequency vote in their 2017 proxy because they were subject to the initial rules when they became effective for shareholders’...more

Vanguard Shareholder Climate Change Proposal Withdrawn

by Dorsey & Whitney LLP on

As previously reported on this blog, Vanguard received a shareholder proposal requesting additional disclosure on its climate change voting record, and the proposal was scheduled to appear on the agenda for Vanguard’s 2017...more

Blog: Asset Managers Support Shareholder Proposals For Board Diversity—Will It Make A Difference?

by Cooley LLP on

There’s been chatter about board gender diversity for a long time and, while there has been some modest progress, we have yet to see any dramatic breakthroughs. Now some of the largest asset managers are not just talking the...more

Blog: Corp Fin Refuses To Allow Exclusion Of New Form Of Proxy Access Fix-It Proposal

by Cooley LLP on

It ain’t over till it’s over, as they say. You may have thought that, after the series of staff no-action positions allowing exclusion of so-called “fix-it” proposals during the last proxy season, we had seen the last of...more

Investors’ Climate Change Voting Records Face Scrutiny

by Dorsey & Whitney LLP on

Companies who engage with their large institutional shareholders on environmental and social issues during the 2018 proxy season should keep in mind that these investors are facing pressure from other investors on their...more

Blog: Is The Noose Tightening Around The Shareholder Proposal Rules?

by Cooley LLP on

In remarks this week before the Chamber of Commerce, new SEC Chair Jay Clayton indicated that the SEC will be taking a hard look at the shareholder proposal rules. As reported in thedeal.com, Clayton advised that it is “very...more

Proxy Access “Fix-It” Proposals Fizzle

by Dorsey & Whitney LLP on

As the 2017 proxy season winds down, one clear take-away is that shareholder proposals attempting to modify the terms of previously adopted mainstream proxy access bylaws did not fare well. Many of these proposals focused...more

Proxy Access: Highlights of the 2017 Proxy Season

As we approach the end of the 2017 proxy season, the third since the New York City comptroller launched the Boardroom Accountability Project to enact proxy access across the U.S. market, proxy access has begun to transition...more

Potential Impact of Financial CHOICE Act on Corporate Governance and SEC Reporting and Disclosure Requirements

On June 8, 2017, the House of Representatives passed, by a 233-186 vote (with all Democrats and one Republican voting against), the Financial CHOICE Act of 2017, a bill principally designed to reverse many features of the...more

Blog: Exxonmobil Shareholders Approve Climate Change Proposal — Are Shareholder Proposals On Climate Change Becoming A Thing?

by Cooley LLP on

Are we witnessing the beginning of a new trend? The history of shareholder proposals to enhance disclosure regarding climate change has been a dismal one. But suddenly, this proxy season, we have climate change proposals...more

Shareholder Proposal Reform under the Financial CHOICE Act of 2017: A Welcome Development for Companies or a Trojan Horse?

by Dechert LLP on

The U.S. House of Representatives’ Financial Services Committee approved the Financial CHOICE Act of 2017 last Thursday, clearing it for a vote before the entire House. The bill contemplates sweeping changes affecting a range...more

Blog: It’s baaaack — the Financial CHOICE Act of 2017

by Cooley LLP on

A draft of the Financial CHOICE Act of 2017 (fka version 2.0), a bill to create hope and opportunity for investors, consumers, and entrepreneurs — a masterpiece of acronyming — has just been released (and weighs in at 593...more

The House Financial Services Committee to Hold a Hearing on Financial CHOICE Act 2.0 this Wednesday – Here’s a Summary of...

by Dorsey & Whitney LLP on

While passage in the House seems likely, the Financial Choice Act may undergo significant changes before it may pass in the Senate. Here is a summary of certain governance and executive compensation provisions that are...more

Draft Financial Choice Act 2.0 Prohibits Universal Proxy and Restricts Shareholder Proposals

The House Financial Services Committee has released a discussion draft of a revised Financial Choice Act. The Committee will hold a hearing on the Act on April 26, 2017....more

Blog: Shareholder Proposal Process In The Crosshairs

by Cooley LLP on

According to this report in Bloomberg BNA, the plans for changing the shareholder proposal process in the Financial CHOICE Act 2.0 are quite dramatic and could effectively curtail the process, if that is, the current version...more

"Annual Meeting Proxy Statement Reminders"

As companies finalize their proxy materials for annual shareholder meetings, they should consider the following U.S. Securities and Exchange Commission (SEC) filing and disclosure requirements. Ensure clarity on the proxy...more

Corporate and Financial Weekly Digest - Volume XII, Issue 9

ISS Updates Frequently Asked Questions for US Proxy Voting Policies and Procedures for 2017 - Proxy advisory firm Institutional Shareholder Services (ISS) recently updated its frequently asked questions (FAQs) for US...more

Blog: SEC Continues To Grant No-Action Relief In Connection With Proxy Access Fix-It Proposals

by Cooley LLP on

The SEC has posted a number of additional Corp Fin responses to requests for no-action, as well as to requests for reconsideration of previous denials of relief, regarding shareholder proposals to amend proxy access bylaws,...more

Blog: Another Theory On Corp Fin’s Position On Proxy Access Fix-It Proposals

by Cooley LLP on

Corp Fin has refined its position with regard to exclusion of proposals to amend existing proxy access bylaws. However, the basis for the staff’s determination to grant or refuse no-action relief in that context remains a...more

Blog: Corp Fin Refines Its Position On Proxy Access Fix-It Proposals

by Cooley LLP on

Corp Fin has refined its position with regard to exclusion of proposals to amend existing proxy access bylaws. As you may recall, the line drawn so far by Corp Fin has been that, where the shareholder proposal related to...more

Blog: Shareholder Proposals Regarding Lead Director Tenure: A Harbinger Of Things To Come?

by Cooley LLP on

The topic of director tenure has increasingly become the focus of both academics and investors. Some argue that long-term directors contribute deep knowledge of the company and provide experience, historical memory and...more

Blog: Proposed changes in the Financial CHOICE Act 2.0

by Cooley LLP on

A just-released memo (subscription required) from Jeb Hensarling, Chair of the House Financial Services Committee, to the Committee’s Leadership Team outlines the proposed changes from the original Financial CHOICE Act,...more

Proposed Regulations for Revised CBCA Provide Structure to Changes Proposed in Bill C-25

With the recent release of proposed regulations (Regulations), the Government of Canada has put some meat on the bones of the proposed changes to the Canada Business Corporations Act (CBCA) that were contained in Bill C-25...more

Securities and Governance Updates – January 2017

by BakerHostetler on

As part of BakerHostetler’s commitment to serve as a strategic business partner, we are pleased to publish this first edition of our Securities & Governance Bulletin. This resource is designed to keep executives, corporate...more

Blog: Update on proxy access proposals

by Cooley LLP on

What’s the latest on proxy access proposals? As you may recall, the line drawn so far by Corp Fin has been that, where the shareholder proposal related to initial adoption of proxy access, Corp Fin has continued to grant...more

227 Results
|
View per page
Page: of 10
Cybersecurity

"My best business intelligence,
in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:
Sign up using*

Already signed up? Log in here

*By using the service, you signify your acceptance of JD Supra's Privacy Policy.
*With LinkedIn, you don't need to create a separate login to manage your free JD Supra account, and we can make suggestions based on your needs and interests. We will not post anything on LinkedIn in your name. Or, sign up using your email address.