Shareholder proposal rule
Since Inauguration Day in January 2025, the new administration has in various ways publicly trumpeted the advisability of reversing numerous environmental, social, and governance (ESG) policies that many governmental and...more
Ahead of this proxy season, Corp Fin issued this statement saying that it wouldn’t respond to no-action requests – at least until September 30, 2026 – unless a company is seeking relief under Rule 14a-8(i)(1), the “not a...more
As companies gear up for 2026, what happens at the SEC could smooth the path for public capital raising efforts. However, with “lessons learned” from the government-wide shutdown still fresh in our memories – and becoming...more
Here’s a summary of key updates that BlackRock Investment Stewardship (BIS) recently made to its proxy voting guidelines, penned by Cooley’s Brad Goldberg, Beth Sasfai, Michael Mencher and Vince Flynn....more
As 2025 comes to a close, we reflect back on a relatively quiet quarter at the SEC and look ahead to possible regulatory reforms in the coming year. In this Snapshot, we review renewed calls to retool executive compensation...more
President Donald Trump has issued an Executive Order 14366, “Protecting American Investors from Foreign-Owned and Politically-Motivated Proxy Advisors,” which could significantly impact the policies and practices of...more
Institutional Shareholder Services (ISS) and Glass, Lewis & Co. (Glass Lewis), two major proxy advisory firms in the United States, have updated their benchmark proxy voting guidelines for the 2026 proxy season. These...more
Institutional Shareholder Services Inc. (ISS) and Glass Lewis have released their 2026 Benchmark Proxy Voting Policy updates, introducing changes that will impact governance, compensation and shareholder-proposal evaluations...more
Here’s the video archive (free registration required) for the recent webcast – “Hot Governance and Engagement Proxy Tips You Need to Know” – during which Cooley’s Beth Sasfai, Michael Mencher and Broc Romanek – as well as...more
Companies have important decisions to make as they prepare for the 2026 annual meeting and reporting season. We have compiled this overview of key issues — including SEC disclosure requirements, recent SEC guidance, executive...more
On December 11, 2025, the White House issued an executive order intending to limit the perceived influence of two proxy advisory firms — Institutional Shareholder Services Inc. (ISS) and Glass Lewis & Co., LLC (Glass Lewis) —...more
On December 11, 2025, President Donald J. Trump signed an executive order titled “Protecting American Investors from Foreign-Owned and Politically-Motivated Proxy Advisors.”...more
ISS has released its benchmark policy changes for 2026. The changes largely adopt ISS’s previously proposed policy changes. The new policies will generally apply to shareholder meetings held on or after February 1, 2026....more
The U.S. Securities and Exchange Commission’s (SEC’s) Division of Corporation Finance announced on Nov. 17, 2025, that it will not issue Exchange Act Rule 14a-8 no-action letters to companies seeking to exclude shareholder...more
Glass Lewis has released its 2026 US Benchmark Policy Guidelines, which will apply to shareholder meetings held on or after January 1, 2026. Consistent with recent years, the updates are incremental rather than structural,...more
ISS and Glass Lewis recently announced their annual policy updates for the upcoming proxy season....more
Last night, the Trump Administration issued this executive order (and a related fact sheet) aimed at the proxy advisors in the US, specifically ISS and Glass Lewis. ...more
On December 4, 2025, Glass Lewis released its 2026 Benchmark Policy Guidelines for the United States, which will apply to shareholder meetings held after January 1, 2026. Key updates, which are described in more detail in the...more
On November 17, 2025, the US Securities and Exchange Commission (SEC) Division of Corporation Finance announced that it will not respond to no-action requests by companies to exclude shareholder proposals for the 2026 proxy...more
On December 4, Glass Lewis updated its benchmark proxy voting guidelines. The updates applicable to U.S. companies are briefly summarized below....more
If precatory proposals are not a guaranteed option, proponents could look to submit binding shareholder proposals under Rule 14a-8 as an alternative, which in practice means binding bylaw proposals that would have direct...more
Under the leadership of the Securities and Exchange Commission’s (SEC or Commission) Chairman Paul Atkins, there have been several significant developments that affect shareholder proposals. The SEC’s most recent development...more
On 17 November 2025, the Division of Corporation Finance (the Division) of the US Securities and Exchange Commission (the SEC) issued a statement announcing that it will not respond to or express views on most no-action...more
Glass Lewis has released its 2026 Benchmark Policy Guidelines, along with its 2026 Benchmark Policy Guidelines on Shareholder Proposals and ESG-related issues, introducing several notable changes ahead of the upcoming proxy...more
Referencing changing investor sentiment and low support at annual meetings, the 2026 policy update includes significant changes to ISS’ approach to E&S shareholder proposals, replacing a previous presumption of support for...more