The Securities and Exchange Commission (the “SEC”) has announced that, for the 2025–2026 proxy season, it will not provide substantive responses to company no-action requests to exclude shareholder proposals under Rule 14a-8,...more
11/26/2025
/ Corporate Governance ,
No-Action Letters ,
Proxy Advisors ,
Proxy Advisory Firms ,
Proxy Materials ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Regulatory Oversight ,
Rule 14a-8 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Shareholder Litigation ,
Shareholder Proposals
ISS has released proposed benchmark policy changes for 2026. The proposed changes would generally apply to shareholder meetings held on or after February 1, 2026....more
11/17/2025
/ Board of Directors ,
Capital Structures ,
Corporate Governance ,
Environmental Social & Governance (ESG) ,
Executive Compensation ,
Institutional Investors ,
Institutional Shareholder Services (ISS) ,
Proxy Season ,
Publicly-Traded Companies ,
Say-on-Pay ,
Shareholder Meetings ,
Shareholder Proposals ,
Shareholders
Retail investors statistically do not vote at the same rate as other investors, particularly institutional investors. Under a new approach pioneered by ExxonMobil, public companies would offer retail investors the option to...more
Delaware’s Court of Chancery recently refused to dismiss a fiduciary duty lawsuit against former directors and officers of a company that had allegedly allowed its regulatory compliance deficiencies to lead to its financial...more
9/19/2025
/ Bankruptcy Court ,
Board of Directors ,
Business Litigation ,
Caremark claim ,
Chapter 11 ,
Corporate Counsel ,
Corporate Governance ,
Corporate Officers ,
D&O Insurance ,
Delaware ,
Fiduciary Duty ,
Jurisdiction ,
Nevada ,
Texas
Public companies should consider updating disclosures describing the risk of hypothetical events where the stated event has actually occurred, as continuing to describe the risk as hypothetical could be viewed as a material...more
The Securities and Exchange Commission (the “SEC”) recently settled charges against James R. Craigie, a former CEO, Chairman and board member of Church & Dwight Co. Inc. (the “Company”), for violating proxy disclosure rules...more