Shareholder proposal rule
Institutional Shareholder Services Inc. (ISS) recently released its Annual Benchmark Policy Survey (the "Policy Survey"). In keeping with its prior practice, ISS seeks responses from institutional shareholders, issuers,...more
Shareholder proposals submitted for 2024 annual meetings continued to cover a wide range of environmental, social and governance (ESG) topics. And companies seeking to exclude shareholder proposals they deemed inappropriate...more
The number of pro-DEI proposals submitted by shareholders decreased overall in the 2024 proxy season compared to the 2023 proxy season, according to data provided by Proxy Analytics. Average support for DEI proposals...more
The number of anti-Diversity, Equity, and Inclusion proposals submitted by shareholders increased overall in the 2024 proxy season compared to the 2023 proxy season, according to data provided by Proxy Analytics. However,...more
Welcome to the latest edition of Fenwick’s Securities Law Update....more
You may recall that, in January, ExxonMobil filed a lawsuit against Arjuna Capital, LLC and Follow This, the two proponents of a climate-related shareholder proposal submitted to Exxon, seeking a declaratory judgment that it...more
The ESG litigation landscape is rapidly developing. Activist claimants, whose end-goal is to effect change in the management, ESG policies or ESG credentials of companies or regulated firms, are progressively pressurising...more
As we enter the 2024 proxy season, public companies should consider a number of key disclosure and governance matters. Below is a high-level summary of applicable rule changes, guidance, and disclosure considerations for the...more
The world of corporate shareholder activism is poised for significant changes and challenges. Activist shareholders have been a driving force in shaping the corporate landscape, pushing for reforms and steering companies...more
It has never been more important for public companies to engage—and engage regularly—with their shareholders. Sustained engagement helps companies communicate their strategy, understand shareholder perspectives, and even...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
Vinson & Elkins’ Shareholder Activism practice co-heads Lawrence Elbaum and Patrick Gadson will discuss how companies need to prepare against the year round attacks by shareholder activists. In a conversation moderated by...more
On December 19, 2023, Institutional Shareholder Services Inc. (“ISS”) released its updates to its Proxy Voting Guidelines. Somewhat unusually, ISS made only one change to its voting recommendation policies for U.S. public...more
The Number of Shareholder Proposals Made by Activist Shareholders, Votes Against Management Proposals and Listed Companies Facing Shareholder Proposals Each Continue to Trend Upward in Japan - During the June 2023 annual...more
In this program, we will focus on SEC developments affecting, and practical aspects of preparing for, public companies’ annual meetings and annual reports, including compensation, shareholder proposals and corporate...more
Shareholder activism, in the form of proposals, books and records demands, and litigation, is proving to be an increasingly prevalent tool in challenges to diversity, equity, and inclusion (DEI) policies. This client alert...more
Broadly considered, stockholder activism has been a significant phenomenon among the largest U.S. public companies, with activists of a variety of stripes waging campaigns on a wide range of issues including in the form of...more
In August 2023, following this year’s proxy voting season, two of the world’s largest asset managers published their voting records, which revealed that their support for environmental and social shareholder resolutions had...more
Although it may seem early, it is already time to start preparing for the 2024 proxy and annual report season. Additional time may be required this year because of the substantial scope and pace of relevant changes in law and...more
In this V&E+ interview, Lawrence and Patrick share their thoughts on the 2023 proxy season, peacetime preparation for activism defense, and the HBO show that no one could seem to stop talking about....more
Despite a slowdown in M&A activity and macroeconomic headwinds, stockholder activism remains a potentially powerful tool for investors aiming to extract value from companies. The activism landscape continues to evolve as new...more
The SEC’s shareholder proposal rule was the subject of a speech by SEC Commissioner Mark Uyeda on June 21, 2023 at the national conference of the Society for Corporate Governance. The speech identifies troubling trends...more
In recent years, there has been a steady increase in shareholder proposals that target a public company’s ESG commitments, including diversity and inclusion data, environmental or emission programs, and community engagement....more
On February 14, 2023, Georgeson LLC, the shareholder proxy solicitation firm, published an analysis of investor voting decisions in 2022 on certain types of shareholder proposals. In preparing its report, it looked at public...more
Environmental, social, and governance (ESG) matters are now the subject of significantly greater regulatory scrutiny and are becoming a more prominent part of public companies’ mandatory filings, shareholder proposals, and...more