Shareholder proposal rule
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
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
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
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
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
On 17 November 2025, the Division of Corporation Finance (the Division) of the US Securities and Exchange Commission (the SEC) issued a statement announcing that it will not respond to or express views on most no-action...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
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 SEC’s Division of Corporate Finance (the Division) announced on Nov. 17 that it is pausing substantive review of no-action requests concerning the exclusion of shareholder proposals under Rule 14a-8 of the Exchange Act of...more
The Securities and Exchange Commission (the “SEC”) has announced that, for the 2025–2026 proxy season, it will not provide substantive responses to company no-action requests to exclude shareholder proposals under Rule 14a-8,...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
On November 17, 2025, the SEC’s Division of Corporation Finance (the SEC) announced a significant change in its approach to no-action requests for public companies to exclude shareholder proposals under Exchange Act 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
On November 17, 2025, the U.S. Securities and Exchange Commission’s (the SEC or “Commission”) Division of Corporation Finance (the “Staff”) issued a statement announcing that the Staff will largely suspend its practice of...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 November 17, 2025, the Division of Corporation Finance (the “Division”) of the Securities and Exchange Commission (the “SEC”) announced it will not respond to, and will express no views on, requests for exclusions of...more
The Division of Corporation Finance (the “Division”) of the Securities and Exchange Commission (the “SEC”) released a statement today indicating that it will not respond to no-action requests by companies seeking to exclude...more
If you follow legal news, you’ve no doubt seen the many alerts, blogs and articles with splashy headlines about Rule 14a-8 of the Securities Exchange Act of 1934. Although corporate governance counsel will generally take the...more
The 2025 proxy season marked a turning point in the Securities and Exchange Commission’s (SEC) administration of shareholder proposals. ...more
On October 9, 2025, in remarks at the University of Delaware’s Weinberg Center for Corporate Governance, U.S. Securities and Exchange (SEC, or the “Commission”) Chairman Paul S. Atkins spoke of what he described as “three...more
Rule 14a-8 under the Securities Exchange Act of 1934 permits shareholders with relatively nominal shareholdings to submit proposals to companies for inclusion in the companies’ proxy statements. These are to be voted on by...more
During each annual proxy “season,” companies receive and respond to shareholder proposals and often attempt to exclude these proposals from their proxy statements through no-action requests submitted to the U.S. Securities...more
The 2025 proxy season marked a turning point in the Securities and Exchange Commission’s (SEC) administration of shareholder proposals. Over the course of the season, the staff of the Division of Corporation Finance (staff)...more
The Securities and Exchange Commission (SEC) recently proposed three amendments to Rule 14a-8 under the Securities Exchange Act of 1934, which governs what proposals made by a public company’s shareholders must be included in...more