Shareholder proposal rule
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
“It is important to note that, in December 2025, ISS added an additional negative overriding factor, where a plan has an “insufficient” score under the Plan Features pillar (i.e., if the plan “lacks sufficient positive...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
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
ISS and Glass Lewis recently announced their annual policy updates for the upcoming proxy season....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
If precatory proposals are not a guaranteed option, proponents could look to submit binding shareholder proposals under Rule 14a-8 as an alternative, which in practice means binding bylaw proposals that would have direct...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
On November 25, 2025, Institutional Shareholder Services (ISS) announced updates to its 2026 benchmark proxy voting policies, which will be applied for shareholder meetings taking place on or after February 1, 2026....more
In a significant change to how the SEC Staff handles requests to exclude Rule 14a-8 shareholder proposals, during the 2025–2026 proxy season companies will no longer need to seek Staff no-action relief before excluding a...more
ISS Governance has announced its Benchmark Policy Updates for its proxy voting guidelines applicable to stockholder meetings on or after February 1, 2026....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
Last week, ISS released its updated proxy voting guidelines for 2026. Here’s a 19-page summary – and a 35-page summary of the changes for the Americas. ...more
The SEC’s Division of Corporation Finance has determined that, until at least September 30, 2026, it will not respond to requests by issuers for no-action relief for their decisions to exclude shareholder proposals from proxy...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
The US Securities and Exchange Commission’s Division of Corporation Finance announced it will no longer express views on most no-action requests seeking exclusion of shareholder proposals under Rule 14a-8. The division will...more
On November 17, 2025, the U.S. Securities and Exchange Commission’s (SEC) Division of Corporation Finance announced that it will largely stop issuing staff responses to Rule 14a-8 no-action requests for the 2025–26 proxy...more
On November 17, 2025, the United States Securities and Exchange Commission (SEC)’s Division of Corporation Finance announced that it would significantly curtail its review of no-action submission requests for the upcoming...more
On November 17, 2025, the Securities and Exchange Commission’s Division of Corporation Finance announced that they would no longer respond to no-action requests, and would no longer express views on, a public company’s...more