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
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
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
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 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
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
As President Donald J. Trump wraps up his first two months in office, we review the changes that have taken place at the SEC. Prior to taking office, President Trump announced his intent to appoint Paul Atkins to replace Gary...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
Companies should not minimize the extent of a material cybersecurity incident by omitting material facts regarding the scope and potential impact of the incident. Cybersecurity risk factor disclosures should be tailored to a...more
Our checklist and analysis present matters for companies to consider as they conduct their 2025 annual meetings and file reports to meet upcoming regulatory, shareholder and advisory deadlines. We outline key issues to...more
Companies have important decisions to make as they prepare for the 2024 annual meeting and reporting season. We have compiled this overview of the latest key issues — including SEC disclosure requirements, SEC guidance,...more
As Chairman Jay Clayton’s tenure at the Securities and Exchange Commission (SEC) likely enters its final year — regardless of the outcome of the next presidential election — the SEC remains focused on priorities such as...more
At an open meeting on November 5th, SEC Commissioners voted 3-2 to propose potentially significant changes to the shareholder proposals process under Rule 14a-8 with respect to the bases upon which issuers can seek to omit...more