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
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
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
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
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
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
On February 12, 2025, the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) issued Staff Legal Bulletin No. 14M (“SLB 14M”), which rescinds in part...more
Only a short time has elapsed since President Trump named Mark T. Uyeda as Acting Chair of the Securities and Exchange Commission (“SEC”) on January 21, 2025. Already, however, the regulatory climate has shifted significantly...more
Public companies navigating the 2025 proxy season just got some breathing room—at least when it comes to excluding certain shareholder proposals. Last week, the Staff of the SEC’s Division of Corporation Finance—in a...more
Our checklist and analysis present matters for companies to consider as they conduct their 2025 annual meetings and file reports to meet upcoming regulatory, shareholder and advisory deadlines. We outline key issues to...more
The 2024 proxy season is just around the corner. This quick reference guide, which is intended to supplement Shearman & Sterling’s 21st Annual Corporate Governance & Executive Compensation Survey, summarizes themes from the...more
Companies have important decisions to make as they prepare for the 2024 annual meeting and reporting season. We have compiled this overview of the latest key issues — including SEC disclosure requirements, SEC guidance,...more
The 2023 proxy season is just around the corner. This quick reference guide, which is intended to supplement Shearman & Sterling’s 20th Annual Corporate Governance & Executive Compensation Survey, summarizes themes from the...more
On November 15, 2022, Skadden held a webinar titled “Preparing for the 2023 Shareholder Proposal Season.” The panelists were Gianna McCarthy, Director of Corporate Governance for the New York State Common Retirement Fund (NYS...more
As companies finalize materials for annual shareholder meetings, we recommend consideration of the following key requirements and disclosures: SEC proxy filing requirements; website and submission requirements; proxy...more
Takeaways - Activist shareholders are increasing the pressure on companies to disclose their political spending and their lobbying and trade association activity. In 2021, a record 40% of shareholders’ proposals...more
The 2022 proxy season is just around the corner. This quick reference guide, which is intended to supplement Shearman & Sterling’s 19th Annual Corporate Governance & Executive Compensation Survey, summarizes themes from the...more
Institutional Shareholder Services (ISS) and Glass Lewis, the leading proxy advisors in the United States, have announced updates and clarifications for their voting guidelines for the 2022 proxy season. Their voting...more