Shareholder proposal rule
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
In this article, we offer an overview of the evolving landscape – covering last year's drivers for activism (from M&A, capital allocation and governance, to the changing role of ESG) as well as institutional investors. With...more
Last week, Vanguard updated its voting policies for this proxy season. Remember that Vanguard has split its stewardship teams into two – and for this proxy season, it appears there are no substantive differences between the...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
Here’s a summary of key updates that BlackRock Investment Stewardship (BIS) recently made to its proxy voting guidelines, penned by Cooley’s Brad Goldberg, Beth Sasfai, Michael Mencher and Vince Flynn....more
ISS has released its benchmark policy changes for 2026. The changes largely adopt ISS’s previously proposed policy changes. The new policies will generally apply to shareholder meetings held on or after February 1, 2026....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
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, 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 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
On November 17, 2025, the SEC’s Division of Corporation Finance issued a statement regarding no action letter requests related to Rule 14a-8 shareholder proposals....more
According to the news reports, during the June 2025 annual general meeting season, shareholders made a total of 399 proposals to 114 Japanese publicly listed companies. This marks the fourth consecutive year of...more
Institutional Shareholder Services Inc. (ISS) recently released its Annual Benchmark Policy Survey (the "Policy Survey"). In keeping with its prior practice, ISS seeks responses from institutional shareholders, issuers,...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
As noted here, two issuers have omitted shareholder proposals from preliminary proxy statements where no-action letters from the SEC regarding omission of the proposals have been withdrawn. The blog suggests, within its...more