Recently, I blogged about how you should remain vigilant when using AI to help draft disclosure – and I parsed an example to scare you into not over relying on AI. In that example, AI drafted something that was strictly boilerplate. It doesn’t know your company’s facts and it can be tone deaf. It can overgeneralize, be inconsistent and miss material facts. And it doesn’t …
Should Companies Be Using AI to Draft Their Proxy? An Example to Scare You
With most calendar-year end companies having filed their proxy with the SEC for this proxy season, I thought it would be a good time to reflect upon the risks of relying on AI to help draft disclosure since the continuing improvement of AI models (known as “LLMs”) has reduced – but certainly not eliminated – the risks of hallucinations. I’ll cover ways that AI can …
ICCR Fills the EDGAR Gap By Providing a List of Voluntary Exempt Solicitations
Back in January, Corp Fin posted a new CFI that prohibits shareholders from filing voluntary Notices of Exempt Solicitation on EDGAR. Under Exchange Act Rule 14a-6(g), shareholders owning more than $5 million of a company’s securities generally must file a Notice of Exempt Solicitation on EDGAR – on Form PX14A6G – when soliciting shareholders on a topic without seeking to act as a proxy. However, …
Federal Court Enjoins Company From Excluding Shareholder Proposal
We have the latest from this season’s battle in the courts over shareholder proposals. While two other courts recently have denied a preliminary injunction against exclusion, the US District Court for the District of Massachusetts went the other way last week and granted the motion for an injunction filed by the New York Common Retirement Fund – and also denied the company’s motion to dismiss …
DOL Issues Guidance Indicating That Proxy Advisors Have ERISA Fiduciary Obligations
To implement President Trump’s Executive Order from December directing the DOL to revisit fiduciary rules for those advising on shareholder rights (e.g., proxy voting), the DOL recently issued this technical release that provides: 1. Proxy advisors often qualify as investment advice fiduciaries under ERISA. 2. State laws requiring disclosure of non-financial factors in proxy advice are not preempted by ERISA. Proxy advisors act as ERISA …
Shareholder Proposals: Trillium’s Use of Non-Litigation to Negotiate an Inclusion
During this proxy season, we’ve seen a spate of lawsuits filed by proponents in reaction to companies attempting to exclude their shareholder proposals. In this announcement, Trillium highlights that it recently threatened to use a different tactic if the company didn’t include the shareholder proposal it had submitted. Trillium states it would have used the pathway provided in the company’s bylaws to submit that proposal …
A Number of Updated Investor Policies
Recently, these institutional investors – and CII – updated their voting policies (the parens below indicates notable changes):
Seven Ways AI Can Help During Your Annual Shareholders Meeting
I’ve blogged several times recently about the ways you might – and might not – use AI to help you take notes during a variety of meetings. Now let’s tackle how you might use AI to help run an annual shareholders meeting. If you’re using a “sandboxed” AI model – i.e., your input isn’t placed into the public domain – here are seven ways that …
How to Handle the Vanguard Schedule 13G Amendments in Your Proxy
You’ll recall that last summer, The Vanguard Group, Inc. announced plans to split into two wholly owned U.S. investment advisors: Vanguard Capital Management (“VCM”) and Vanguard Portfolio Management (“VPM”) – and that split became effective in January. Last week, The Vanguard Group, Inc. filed over a thousand Schedule 13G amendments – as you can see from this list of filings – disclosing that it should …
The Shareholder Proposal Exclusion Risk Is Real: Another Lawsuit Filed
As noted in this press release, another lawsuit was filed by a proponent against a company which had filed this detailed Rule 14a-8(j) notice with the SEC intending to exclude a proposal seeking a report detailing the healthcare impacts of the company’s acquisitions strategy over the last decade. Here’s the complaint filed in the US District Court for the District of Columbia. At this juncture …