Yesterday, as noted in this press release, the SEC proposed to rescind Rule 14a-8 (at the same time as proposing to modernize the proxy solicitation process). Wow. Here’s the 228-page proposing release – and here’s the fact sheet. In that proposal, the SEC also proposed to amend Rule 14a-4(c) to provide companies with greater flexibility – and shareholders with greater control – regarding proposals for …
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It’s a Biggie! The SEC Proposes to Streamline the Proxy Solicitation Process
Earlier today, as noted in this press release, the SEC proposed to modernize the proxy solicitation process (at the same time, it proposed to rescind Rule 14a-8 – which I’ll blog about tomorrow). Wow. Here’s the 152-page proposing release – and here’s the fact sheet. In the proposal, the SEC offers a number of elements of a proxy-plumbing modernization package: eliminate annual report delivery burdens, …
How Shareholder Proposals Looked This Past Proxy Season
Here’s an excerpt from this Cooley Alert that’s complete with all you need to know about the past proxy season penned by Beth Sasfai, Brad Goldberg, Michael Mencher and Vince Flynn: “Although the SEC staff’s withdrawal from its traditional role in the Rule 14a-8 no-action process created substantial uncertainty, 2026 voting results largely followed recent patterns. Governance proposals remained the best-supported category, averaging 34% support, …
The Joy of the “Berkeley Forum on Corporate Governance”
It’s not just because my oldest son attended Berkeley for school (known as “Cal”), but I legitimately believe that the “Berkeley Forum on Corporate Governance” is one of the finest governance events of the year. It’s practical – and the networking is unique with many directors attending. The event is held in San Francisco and virtually. This year’s event on October 13th and 14th continues …
A Dozen Things In-House Practitioners Are Saying About How AI Impacts Disclosure Practices
Over the past month, I’ve shared 48 anecdotes from in-house practitioners about how they’re using AI in their practice. Now I’ve started to ask in-house folks the question of “How much do you think AI will impact disclosure practices (including all the diligence leading up to making disclosure)?” Here are the first dozen responses that I have received: 1. “I think the impact will be …
Glass Lewis Outlines Coming “Multi-Perspective Research” Framework
In a note to clients recently, Glass Lewis provided more detail about its shift to a multi-perspective model that it announced about a year ago. Last year, Glass Lewis announced that rather than relying principally on a single set of global voting policies, it intended to develop an approach offering clients multiple analytical perspectives reflecting different investment and governance philosophies. At the time, however, Glass …
Corp Fin Issues Three “Section 13G” CFIs Further Clarifying Shareholder Engagement Processes
Last week, Corp Fin issued three new CFIs relating to shareholder engagement and Schedule 13G eligibility as the Staff has continued to receive questions in the wake of the two CDIs issued about 18 months ago that caused some of the larger institutional investors to temporarily pause their engagement efforts and rethink their approach to engagement. These new CFIs further clarify that routine engagement …
SEC Proposes (Long Overdue) Transfer Agent Reform
Talk about overdue. The rules governing transfer agents hasn’t been substantively updated since the early ‘80s. That’s over forty years. Given that one of the larger transfer agents in the US demonstrated that its internal control environment was shaky a few years back – and that some of the newer entrants into the field aren’t that experienced – reform in this area is sorely needed. …
All You Need to Know About the Past Proxy Season
Here’s an excerpt from this Cooley Alert that’s complete with all you need to know about the past proxy season penned by Beth Sasfai, Brad Goldberg, Michael Mencher and Vince Flynn: “ISS recommendations and shareholder support: ISS recommendations were closely associated with voting outcomes across every proposal category. Across all Russell 3000 companies, proposals backed by ISS averaged 33% support for environmental matters, 34% for …
Delaware Chancery Reaffirms Challenges In Pleading a Caremark Case
A few weeks ago, the Delaware Chancery Court dismissed a lawsuit against a company’s directors and officers – alleging oversight claims premised on Caremark – after that company entered into a $237 million derivative settlement a few years ago. That settlement was the largest derivative ever in Delaware of a Caremark duty of oversight case. This dismissal highlights that a board that makes a good-faith …