Shareholder proposal rule
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 a byproduct of the government shutdown, Microsoft has decided to exclude a shareholder proposal submitted by John Chevedden on the grounds that it wasn’t submitted timely – even though the company hasn’t received no-action...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
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 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
While 2025 saw a decrease, shareholders continue to submit precatory proposals under the Security and Exchange Commission’s (“SEC”) Proxy Rule 14a-8 for consideration at public company annual meetings, and these proposals...more
The 2025 proxy season marked a turning point in the Securities and Exchange Commission’s (SEC) administration of shareholder proposals. ...more
I’ve blogged a few times about how the SEC Chairman Paul Atkins has delivered a speech in which he stated that one of his top priorities is to make being a public company an attractive proposition, with eliminating precatory...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
In recent prepared remarks, U.S. Securities and Exchange Commission (SEC) Chair Paul S. Atkins laid out his priorities for the SEC, including efforts to make operating as a public company attractive to more businesses....more
In remarks delivered on October 9 at the John L. Weinberg Center for Corporate Governance’s 25th Anniversary Gala, US Securities and Exchange Commission (SEC) Chairman Paul Atkins suggested the SEC may be open to eliminating...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
Welcome to the latest edition of Fenwick’s Securities Law Update. This issue contains updates and important reminders on...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
Rule 14a-8 under the Securities Exchange Act of 1934 permits shareholders with relatively nominal shareholdings to submit proposals to companies for inclusion in the companies’ proxy statements. These are to be voted on by...more
During each annual proxy “season,” companies receive and respond to shareholder proposals and often attempt to exclude these proposals from their proxy statements through no-action requests submitted to the U.S. Securities...more
Hearings, rulings and speeches, oh my (to paraphrase and with apologies to The Wizard of Oz). During the back half of last week, there were “anti-ESG” hearings in the House of Representatives on shareholder proposals and...more
Texas Senate Bill 1057, which became effective September 1, 2025, adds new Section 21.373 to the Texas Business Organizations Code (“TBOC”). This new Section of the TBOC creates a framework that governs when and how...more
On September 4, 2025, the Securities and Exchange Commission’s spring 2025 rulemaking agenda (the “Agenda”) was made publicly available (see here). Chairman Paul Atkins previewed the Agenda, which widely diverges from the...more
The 2025 proxy season marked a turning point in the Securities and Exchange Commission’s (SEC) administration of shareholder proposals. Over the course of the season, the staff of the Division of Corporation Finance (staff)...more
In this episode of the Above Board podcast, host Scott Lesmes is joined by Morrison Foerster partner and former SEC Division of Corporation Finance staffer Ryan Adams to recap major trends from the 2025 proxy season. They...more
In a broad reversal of course on proposed rules issued by the Securities and Exchange Commission (SEC) under the leadership of former SEC Chair Gary Gensler, on June 12, 2025, the SEC issued a notice withdrawing 14 of the...more