Shareholder proposal rule
Through recent speeches and other public statements, Chairman Paul Atkins of the Securities and Exchange Commission (the "SEC") and Director James Moloney of the Division of Corporation Finance reiterated that significant...more
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
If you’ve been reading this blog on a regular basis, you know that the SEC – including Corp Fin – has has been very active over the past year announcing a number of rulemaking and initiatives to come....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
Under the leadership of Chairman Paul Atkins with a Republican majority on the commission, the Securities and Exchange Commission (SEC) is expected to continue on its trajectory toward regulatory reform that marks a pivot...more
Welcome to the inaugural McGuireWoods’ Quarterly Securities & Capital Markets Update. Each edition will review important securities law developments from the previous quarter and alert readers of significant considerations...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
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
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 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 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
On September 4, 2025, the Securities and Exchange Commission ("SEC") released its Spring 2025 Unified Agenda of Regulatory and Deregulatory Actions (the "Agenda"), providing insight into the SEC's rulemaking priorities under...more
The Securities and Exchange Commission’s (SEC) Spring 2025 rulemaking agenda was released on September 4, 2025, offering insight into the SEC’s rulemaking priorities under Chair Paul Atkins. In a concurrent statement, Atkins...more