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
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
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
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
On November 17, 2025, the Division of Corporation Finance staff of the SEC (“Division”) announced that, due to resource constraints...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
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
On September 4, 2025, the Securities and Exchange Commission’s spring 2025 rulemaking agenda (the “Agenda”) was made publicly available (see here). Chairman Paul Atkins previewed the Agenda, which widely diverges from the...more
On June 20, 2025, Texas Governor Greg Abbott signed Senate Bill 2337 (“SB 2337”), a novel regulation that will require significant disclosure obligations for proxy advisors, such as ISS and Glass Lewis, for their voting...more
In a significant but not unsurprising policy shift, the U.S. Securities and Exchange Commission (SEC) has announced the withdrawal of proposed rules aimed at enhancing ESG disclosures and modifying shareholder proposal...more
Nasdaq policy recommendations - On March 31, Nasdaq announced the release of a comprehensive set of policy recommendations in a paper titled, “Advancing the U.S. Public Markets: Unlocking Capital Formation for a Stronger...more
As we’ve blogged about recently, Texas has taken a number of steps to bolster its reputation as a business-friendly state. The latest is a new law aimed at making it harder for shareholder proponents to get a proposal (other...more
On February 12, 2025, the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) issued Staff Legal Bulletin No. 14M (“SLB 14M”), which rescinds in part...more
Only a short time has elapsed since President Trump named Mark T. Uyeda as Acting Chair of the Securities and Exchange Commission (“SEC”) on January 21, 2025. Already, however, the regulatory climate has shifted significantly...more
In one of its first actions under the new Administration, the SEC staff issued new guidance that largely reinstated older guidance that had supported the ability of public companies to exclude shareholder proposals from their...more
Our Securities Group examines the Securities and Exchange Commission’s new guidance on the “economic relevance” and “ordinary business” exclusions for shareholder proposals....more
In June 2023, then-Commissioner Mark Uyeda (currently, Acting Chair) spoke to the Society for Corporate Governance 2023 National Conference on the topic of shareholder proposals under Rule 14a-8. Alluding to the frequent...more
Public companies navigating the 2025 proxy season just got some breathing room—at least when it comes to excluding certain shareholder proposals. Last week, the Staff of the SEC’s Division of Corporation Finance—in a...more
On February 12, 2025, the U.S. Securities and Exchange Commission (the Commission) Division of Corporation Finance staff (the staff) issued Staff Legal Bulletin No. 14M (SLB 14M) to provide informal guidance on shareholder...more
On February 12, 2025, the Division of Corporation Finance (Staff) of the U.S. Securities and Exchange Commission (SEC) published Staff Legal Bulletin No. 14M (SLB 14M), rescinding Staff Legal Bulletin No. 14L (Nov. 3, 2021)...more
The SEC currently has several notable rule proposals that have received public comment but have not yet been finalized. The potential direction of these proposals is likely to be influenced by the leadership of the new SEC...more