Shareholder proposal rule
Class Action Trends – Interview with Stephen Gulotta, Managing Member, Mintz Levin's New York Office
Shareholder engagement has become a continuous, proactive process, requiring active participation from both investors and companies. This year, companies and investors have changed both their expectations and practices...more
On November 13, 2025, the Division of Corporation Finance (the “Division”) of the Securities and Exchange Commission (“SEC”) issued guidance regarding its operations immediately following the government shutdown....more
The SEC Chairman indicates a policy shift for public companies, inviting them to take action to exclude precatory shareholder proposals from their proxy materials. In a recent keynote address at the Weinberg Center for...more
As public reporting companies gear up for their 2025 SEC annual reports and proxy statements, most of the SEC’s recent disclosure rules are already in place. But a few new requirements and first-time milestones will apply to...more
Last month, Microsoft announced it excluded a shareholder proposal from frequent shareholder proponent John Chevedeen before receiving no-action relief from the SEC. The company had submitted a routine no-action letter...more
On October 9, SEC Chairman Paul Atkins delivered the keynote address at the John L. Weinberg Center for Corporate Governance’s 25th Anniversary Gala, providing details about what he calls his project to “make initial public...more
On October 9, 2025, SEC Chairman Atkins delivered a speech in which he inveighed against “shareholder proposals focused on environmental and social issues.” According to Chairman Atkins, “these proposals consume a significant...more
On November 3, 2025, ISS Governance (ISS) announced the scheduled November 10, 2025, opening of its peer group submission window for U.S. and Canadian corporations with annual meetings slated to be held between February 1,...more
If you follow legal news, you’ve no doubt seen the many alerts, blogs and articles with splashy headlines about Rule 14a-8 of the Securities Exchange Act of 1934. Although corporate governance counsel will generally take the...more
On September 30, 2025, the Division of Corporation Finance (the “Division”) of the U.S. Securities and Exchange Commission (the “SEC”) issued guidance regarding its operations during a government shutdown and updated the...more
On October 9, 2025, Chairman Paul S. Atkins of the U.S. Securities and Exchange Commission (SEC) gave a much-publicized keynote address at the University of Delaware’s John L. Weinberg Center for Corporate Governance. In the...more
On October 9, 2025, during a keynote address at the John L. Weinberg Center for Corporate Governance’s 25th Anniversary Gala, United States Securities and Exchange Commission (SEC) Chairman Paul Atkins suggested that the SEC...more
On September 15, 2025, the Securities and Exchange Commission (“SEC”) issued a no-action letter approving a first-of-its-kind automatic voting program proposed by Exxon Mobil Corporation (“Exxon”). Exxon’s program enables its...more
The 2025 proxy season marked a turning point in the Securities and Exchange Commission’s (SEC) administration of shareholder proposals. ...more
Sarasota Firefighters’ Pension Fund v. Inovalon Hldgs. Inc., C.A. No. 2022-0698-KSJM (Del. Ch. June 10, 2025) - In this decision dealing with a motion to dismiss following a remand from an appeal, the Court of Chancery...more
This White Paper examines how recent commentary from U.S. Securities and Exchange Commission Chairman Paul Atkins signals a greater role for state law in defining shareholders’ ability to place proposals on company proxy...more
Exxon paves the way for incumbents to secure the votes of retail investors, potentially upending the corporate election playbook. Through a new, proposed retail voting program, Exxon Mobil Corporation (“Exxon”) seeks to...more
On October 9, 2025, in remarks at the University of Delaware’s Weinberg Center for Corporate Governance, U.S. Securities and Exchange (SEC, or the “Commission”) Chairman Paul S. Atkins spoke of what he described as “three...more
In a bombshell speech last night, SEC Chair Paul Atkins stated that one of his top priorities is to make being a public company an attractive proposition – and he noted that these are the three primary obstacles...more
On October 1, 2025, the federal government ceased non-essential operations. For the SEC, that resulted in the suspension of substantially all operations except for Edgar and limited emergency functions. For public companies,...more
Engagement needs to be both a strategic process and a two-way dialogue, because the investors you’re engaging with have their own goals for your engagement with them. Does each side have certain expectations as to where the...more
At 12:01 a.m. on Wednesday, October 1, 2025, the U.S. government shut down for the first time since 2019. It remains to be seen how long it will be until the government reopens, but an extended shutdown could have significant...more
Last week, I blogged that if a shutdown happens, it feels like it could last longer than the typical shutdown given the politics involved. The shutdown is now here – and Corp Fin posted this note late yesterday afternoon...more
Earlier this month, the SEC staff granted no-action relief allowing Exxon Mobil to establish a retail voting program. The company plans to solicit customers of brokers and other nominees to opt-in to standing instructions...more
The U.S. government’s current fiscal year ends on Sept. 30. If Congress does not pass an appropriations bill or a continuing resolution (which temporarily extends funding) by Oct. 1, a government shutdown will occur. ...more