Shareholder proposal rule
Since the SEC stopped substantively responding to Rule 14a-8 no-action requests, shareholders are increasingly turning to litigation to challenge the exclusion of their proposals from company proxy materials....more
A few days ago, I blogged a summary of the three pending lawsuits filed by proponents against companies who had received Rule 14a-8(j) responses from Corp Fin....more
Securities and Exchange Commission (SEC) Chair Paul Atkins issued this statement encouraging members of the public to provide their views on how the SEC can amend Regulation S-K, with the goal of revising the requirements to...more
Last week, I blogged about how four NYC public pension funds sued a company in a New York federal court over its decision to exclude a workforce diversity shareholder proposal after the company decided it had a “reasonable...more
Back when Corp Fin decided to bow out of serving as the referee for this proxy season, many preached that companies still had to be careful when deciding whether to exclude a proposal....more
In November 2025, the U.S. Securities & Exchange Commission’s (SEC) Division of Corporation Finance announced that, for the 2025–2026 proxy season, it will no longer issue substantive “no-action” letters for Rule 14a-8...more
Following up on Part 1 of this blog that explains what a “preliminary proxy” is – and the first two common mistakes made with them – here are three more common mistakes (as well as a bonus note):...more
Following up on last week’s blog about the stats on this: 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...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
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
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
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
As discussed in more detail in Cooley’s October 10 alert, remarks by Securities and Exchange Commission (SEC) Chairman Paul Atkins suggest that Delaware-incorporated companies may be able to exclude precatory (nonbinding)...more
The John L. Weinberg Center for Corporate Governance, in coalition with several major industry organizations, seeks to gather practical insights from companies, investors, and related professionals about the scope and...more
The SEC’s Division of Corporation Finance recently issued a statement (the “Statement”) that, for the current proxy season, it will not respond to no-action requests for, and express no views on, companies’ exclusion of...more
On November 17, 2025, staff of the Division of Corporation Finance of the Securities and Exchange Commission (SEC) announced it will not provide a substantive response to no-action requests from companies seeking to exclude...more
On November 17, the SEC’s Division of Corporation Finance issued a statement announcing that it will play a reduced role in the shareholder proposal process under Exchange Act Rule 14a-8 during the 2025-2026 proxy season. ...more
In a landmark change, the SEC’s Division of Corporation Finance has announced that it will not provide substantive responses or express views on most no-action requests for shareholder proposal exclusions “due to current...more
Here’s an excerpt from this Cooley Alert about last week’s Corp Fin statement saying that it won’t respond to no-action requests – at least until September 30, 2026 – unless a company is seeking relief under Rule...more
On November 17, 2025, the U.S. Securities and Exchange Commission ("SEC") announced that it will no longer be responding substantively to Rule 14a-8 no-action requests, unless the request relates to whether a proposal is...more
On November 17, 2025, the staff of the Division of Corporation Finance of the US Securities and Exchange Commission (SEC) announced a significant procedural shift in its administration of the no-action request process for...more
Earlier this week, Corp Fin issued this statement saying that it won’t respond to no-action requests – at least until September 30, 2026 – unless a company is seeking relief under Rule 14a-8(i)(1). ...more
On November 17, 2025, the Division of Corporation Finance staff of the SEC (“Division”) announced that, due to resource constraints...more