A Podcast on Precatory Shareholder Proposals

Broc RomanekUpdated on February 4, 2026February 4, 20261 min read

Recently, John Jenkins hosted this 30-minute podcast on TheCorporateCounsel.net with our own Brad Goldberg and Morris Nichols’ Kyle Pinder about precatory shareholder proposals. Topics covered:

Status of precatory proposals under Delaware law
Points of differentiation between Exchange Act Rule 14a-8 and Delaware law
Legal opinion challenges for excluding precatory proposals under Rule 14a-8(i)(1)
Implications of a conclusion that shareholders lack an inherent right to make precatory proposals for activism
Considerations in adoption bylaws regulating precatory proposals
How some are misreading Kyle Pinder’s article

Authored by

Broc Romanek

Cooley

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