Shareholder proposal rule
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
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
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
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
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
On 11 December 2025, President Trump issued a long-awaited executive order (EO) entitled “Protecting American Investors from Foreign-Owned and Politically-Motivated Proxy Advisors.” ...more
BlackRock and Vanguard have released their proxy voting guidelines for the 2026 proxy season. This alert highlights the key updates in BlackRock Investment Stewardship’s (BIS) proxy voting guidelines for US securities and...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
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
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
While the pace of amendments and rule changes from the US Securities and Exchange Commission (SEC) slowed in 2025 with the change in presidential administration and the appointment of new SEC Chair Paul S. Atkins...more
Buried inside the annual defense spending bill, the National Defense Authorization Act, is the “Holding Foreign Insiders Accountable Act,” which was signed into law by President Donald Trump on December 18, 2025....more
The Securities and Exchange Commission (the “SEC”) announced that Lori J. Schock, who had served as the Director of the Office of Investor Education and Assistance (“OIEA”) since 2009, retired from the agency at the end of...more
Since Inauguration Day in January 2025, the new administration has in various ways publicly trumpeted the advisability of reversing numerous environmental, social, and governance (ESG) policies that many governmental and...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
President Donald Trump has issued an Executive Order 14366, “Protecting American Investors from Foreign-Owned and Politically-Motivated Proxy Advisors,” which could significantly impact the policies and practices of...more
Here’s the video archive (free registration required) for the recent webcast – “Hot Governance and Engagement Proxy Tips You Need to Know” – during which Cooley’s Beth Sasfai, Michael Mencher and Broc Romanek – as well as...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
On December 11, 2025, the White House issued an executive order intending to limit the perceived influence of two proxy advisory firms — Institutional Shareholder Services Inc. (ISS) and Glass Lewis & Co., LLC (Glass Lewis) —...more
On December 11, 2025, President Donald J. Trump signed an executive order titled “Protecting American Investors from Foreign-Owned and Politically-Motivated Proxy Advisors.”...more