Shareholder proposal rule
For the 2026 proxy season, the Securities and Exchange Commission (the “SEC”) will not substantively review or respond to no-action requests by companies seeking to exclude shareholder proposals from their proxy materials...more
In November 2025, the SEC’s Division of Corporation Finance (the “Division”) announced a significant change to its no-action process for the 2026 proxy season, indicating that it would not substantively review or respond to...more
Introduction - The 2026 proxy season is expected to bring meaningful developments that have the potential to reshape how companies approach the proxy process. From the continued reversing of the pendulum regarding...more
AI has become a regular boardroom topic as its applications proliferate and its evolving capabilities pervade daily life. Boards are formalizing AI oversight and signaling that AI is integral to long-term strategy. Nearly...more
Major investors are increasingly using AI to decide how to vote proxies, and JPMorgan’s industry-first decision to replace its external proxy advisors with an in-house AI tool signals that the trend is accelerating....more
With the partial federal government shutdown likely to close the SEC for only a day or two – see this new set of Corp Fin FAQs on the impact of a shutdown, which is essentially the same as the guidance from the last shutdown;...more
Here’s an excerpt from this Cooley Alert penned by Brad Goldberg, Beth Sasfai, Michael Mencher, Luci Altman and Vince Flynn (see the full Alert for a recap of about Vanguard’s updates): BIS introduced several notable shifts...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
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
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
US public companies are gearing up for the 2026 proxy season. In this post, we take a look at some of the legal and other developments that will influence environmental and social proposals and company responses....more
Wilson Sonsini’s 2025 Silicon Valley 150 Corporate Governance Report reviews the corporate governance practices and disclosures of Silicon Valley’s largest public companies. The report includes information regarding board...more
On November 17, 2025, the Division of Corporation Finance staff of the SEC (“Division”) announced that, due to resource constraints...more
On November 17, 2025, the Division of Corporation Finance (the “Division”) of the Securities and Exchange Commission (the “SEC”) issued a statement announcing a seismic change to its review of shareholder proposals for the...more
The SEC’s Division of Corporation Finance has issued a statement outlining its new approach to handling shareholder proposal no-action requests under Exchange Act Rule 14a8 for the 2025–2026 proxy season....more
On the first day of the 2025 Proxy Disclosure Conference & 22nd Annual Executive Compensation Conference in Las Vegas, Dave Lynn was a keynote speaker on two panels entitled “Former Corp Fin Staff on Corp Fin’s Agenda” and...more
In this program, our panelists will provide a comprehensive examination of recent SEC developments that shape—and the practical considerations that inform—the preparation of public companies’ annual reports and annual...more
Welcome to the latest edition of Fenwick’s Securities Law Update. This issue contains updates and important reminders on...more
Despite a downward trend in the overall number of environmental, social, and governance (ESG) shareholder proposals, support for shareholder proposals demanding increased political accountability and transparency surged in...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 fourteen of...more
On June 20, 2025, Texas Governor Greg Abbott signed Senate Bill 2337 (“SB 2337”), a novel regulation that will require significant disclosure obligations for proxy advisors, such as ISS and Glass Lewis, for their voting...more
On June 20, 2025, Texas Governor Greg Abbott signed Senate Bill 2337 ("SB 2337") to impose first-of-its-kind regulation and significant disclosure obligations on proxy advisors, such as ISS and Glass Lewis. SB 2337 aims to...more
On June 20, 2025, Texas Governor Greg Abbott signed into law Senate Bill 2337 (SB 2337), which imposes new regulations on proxy advisory firms — such as ISS and Glass Lewis — when providing voting recommendations and other...more
In a significant but not unsurprising policy shift, the U.S. Securities and Exchange Commission (SEC) has announced the withdrawal of proposed rules aimed at enhancing ESG disclosures and modifying shareholder proposal...more