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Shareholder Proposals

Cooley LLP

Ten Shareholder Proposal Trends Gleaned From the Latest Proxy Season

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Here are 10 bullets you can tell your senior management team and board based on lessons learned about shareholder proposals from this proxy season (hat tip to Proxy Analytics’ Steve Pantina for his help with these)...more

Morris James LLP

Court of Chancery Denies Post-Trial Motions Seeking to Enjoin Tesla Defendants

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Tornetta v. Musk, C.A. No. 2018-0408-KSJM (Del. Ch. May 28, 2024) - Following the Court of Chancery’s post-trial opinion concerning Elon Musk’s compensation from Tesla (summarized here), Tesla submitted stockholder...more

Cooley LLP

What were the major trends of the 2024 proxy season on ESG shareholder proposals?

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This article from Morningstar published on the Harvard Law School Forum on Corporate Governance examines three major trends of the 2024 proxy season regarding environmental, social and governance shareholder proposals. The...more

Venable LLP

ISS Releases 2025 Policy Survey

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Institutional Shareholder Services Inc. (ISS) recently released its Annual Benchmark Policy Survey (the "Policy Survey"). In keeping with its prior practice, ISS seeks responses from institutional shareholders, issuers,...more

KPMG Board Leadership Center (BLC)

Learning by proxy - Highlights and trends from the 2024 proxy season

Both investors and companies are maturing in how they view critical issues raised at the corporate ballot box. Even amid a proxy season that included “the priciest shareholder fight ever,” according to The Wall Street...more

Woodruff Sawyer

The Plaintiffs' Bar’s Shiny New Object Loses Its Luster: Advance Notice Bylaw Provisions

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In 2021, the Securities and Exchange Commission (SEC) adopted final rules that made it easier for shareholders, including activists who may not have the company’s long-term interests in mind, to put dissident directors on a...more

Skadden, Arps, Slate, Meagher & Flom LLP

Shareholder Proposal No-Action Requests in the 2024 Proxy Season: A Surge in Requests and Better Results for Companies

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

Cooley LLP

What’s happening with anti-ESG legislation?

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Reams of anti-ESG legislation have been proposed recently at both the state and federal levels. This article from Institutional Investor updates us on the status of state anti-ESG legislative efforts in 2024. And, following...more

Fenwick & West LLP

Pro-DEI Shareholder Proposals and Support Down for 2024

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The number of pro-DEI proposals submitted by shareholders decreased overall in the 2024 proxy season compared to the 2023 proxy season, according to data provided by Proxy Analytics. Average support for DEI proposals...more

Fenwick & West LLP

Anti-DEI Shareholder Proposals Up in 2024 but Remain Unpopular with Investors

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The number of anti-Diversity, Equity, and Inclusion proposals submitted by shareholders increased overall in the 2024 proxy season compared to the 2023 proxy season, according to data provided by Proxy Analytics. However,...more

Fenwick & West LLP

Securities Law Update - June 2024

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Welcome to the latest edition of Fenwick’s Securities Law Update....more

Fenwick & West LLP

The Future of DEI Shareholder Proposals

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Following the death of George Floyd and the Black Lives Matter protests against racial inequity in 2020, many companies increased their commitments to diversity, equity and inclusion (DEI), as well as their external...more

Cooley LLP

Court calls a halt to Exxon case against Arjuna

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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 may exclude their...more

Cooley LLP

Exxon persists in battle against Arjuna

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When we last checked in on the ExxonMobil litigation against Arjuna Capital, LLC and Follow This—in which Exxon sought a declaratory judgment that it may exclude the two defendants’ proposal from its 2024 annual meeting proxy...more

Cooley LLP

Exxon court challenge to Arjuna shareholder proposal survives dismissal

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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

Cooley LLP

Is ESG a “must have” only in boom-times?

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Not so long ago, zeal for corporate action on ESG was skyrocketing. Now? Not so much. What happened? Many have attributed the decline in appetite for ESG to the politicization of ESG and particularly to ESG backlash. This...more

Vinson & Elkins LLP

Greenwashing and Plastics: Getting Ahead of the Upstream Risks

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Consumer packaged goods companies know that sustainability sells. And in their efforts to market their products as sustainable, they’ve long contended with allegations of greenwashing—the practice of claiming their products...more

Skadden, Arps, Slate, Meagher & Flom LLP

Corporate Boards Face ESG Pressure From Both the Left and Right

Over the past decade, environmental, social and governance (ESG) topics have featured heavily in social and political discourse. ESG has also become prominent in the boardroom as directors navigate how best to address...more

BCLP

Action Stations - Activist investors are hoping to influence the ESG agenda; what are the likely wider repercussions for the...

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The ESG litigation landscape is rapidly developing. Activist claimants, whose end-goal is to effect change in the management, ESG policies or ESG credentials of companies or regulated firms, are progressively pressurising...more

Wilson Sonsini Goodrich & Rosati

Preparing for the 2024 Proxy Season

As we enter the 2024 proxy season, public companies should consider a number of key disclosure and governance matters. Below is a high-level summary of applicable rule changes, guidance, and disclosure considerations for the...more

Cooley LLP

Does shareholder primacy mean just maximizing profits—and what does Exxon have to do with it?

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As you know, the shareholder primacy theory is widely attributed to the Chicago school of economists, beginning in the 1970s, with economist Milton Friedman famously arguing that the only “social responsibility of business is...more

Cooley LLP

Temperature drops on Exxon litigation over shareholder climate proposal—or does it?

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You remember that, in January, ExxonMobil filed a lawsuit against Arjuna Capital, LLC and Follow This, two proponents of a climate-related shareholder proposal submitted to Exxon, seeking a declaratory judgment that it may...more

Latham & Watkins LLP

Key Compensation Items for 2024 Proxy Season and Beyond - February 2024

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Pursuant to rules that the Securities and Exchange Commission (SEC) issued in late 2022, publicly traded companies must generally provide both tabular and narrative and/or graphical disclosure of the relationship between...more

Vinson & Elkins LLP

Courting Shareholder Proposals: ExxonMobil Sidesteps SEC and Sues to Block Scope 3 Shareholder Proposal - UPDATED February 2, 2024

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ExxonMobil (“Exxon”) filed a complaint in the U.S. District Court for the Northern District of Texas on Sunday, January 21, 2024, seeking a declaratory judgment to exclude a shareholder proposal from its proxy statement...more

Vinson & Elkins LLP

Shareholder Activism in 2024: Three Trends to Watch

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The world of corporate shareholder activism is poised for significant changes and challenges. Activist shareholders have been a driving force in shaping the corporate landscape, pushing for reforms and steering companies...more

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