Following up on the ExxonMobil retail voting program that recently received Corp Fin no-action relief – that I blogged about a few weeks ago – here’s an excerpt from this Cooley Alert penned by Brad Goldberg and Michael Mencher: “Contrary to the allegations of the retail voting program’s detractors, the SEC’s no-action response provides clear guardrails to ensure that retail voting programs do not undermine …
SEC Chair Suggests Path to Eliminating Most Shareholder Proposals
Following up on my blog from Friday about the bombshell speech delivered by SEC Chair Paul Atkins about shareholder proposals, here’s an excerpt from this Cooley Alert penned by Brad Goldberg, Beth Sasfai, Reid Hooper, Michael Mencher and Liz Dunshee: “If submitting a precatory proposal is not a right shareholders have under Delaware law, then, according to Chairman Atkins, such proposals should be excludable under …
SEC Chair Atkins Speech Could Spell Death Knell for Non-Binding Shareholder Proposals
In a bombshell speech last night, SEC Chair Paul Atkins stated that one of his top priorities is to make being a public company an attractive proposition – and he noted that these are the three primary obstacles: His speech then focused on how the SEC might be able to help overcome the last two of these obstacles. On securities litigation reform, Chair Atkins took …
Type of Annual Meeting Format Varies By Country (Greatly)
This Glass Lewis “Proxy Season Briefing” might be fascinating for those that are US-centric and not aware of how much governance practices vary significantly around the world. Market practice particularly varies when it comes to the format of the annual shareholder meeting. A surprising number of countries have annual meetings where there is almost always an in-person component. This includes the United Kingdom, France, Sweden, …
What Should Be Seen as the Potential Outcomes of Shareholder Engagement?
Engagement needs to be both a strategic process and a two-way dialogue, because the investors you’re engaging with have their own goals for your engagement with them. Does each side have certain expectations as to where the engagement ultimately will go? Maybe. Between the company and the investor, there may well be a lack of alignment on the question of “Should this engagement have a …
What the No-Action Letter Landscape Tells Us About Preparing for 2026
Here’s the intro from this “Cooley Alert” penned by Brad Goldberg, Beth Sasfai, Reid Hooper, Michael Mencher, Justin Kisner and Stephanie Gambino: “The 2025 proxy season marked a turning point in the SEC’s administration of shareholder proposals. Over the course of the season, the staff of the Division of Corporation Finance (staff) received a significant increase in no-action requests under Rule 14a-8 of the Securities …
Texas AG Probes ISS and Glass Lewis Over ESG
As noted in this press release from Texas Attorney General Ken Paxton, he is investigating ISS and Glass Lewis “for potentially misleading institutional investors and public companies by issuing voting recommendations that advance radical political agendas rather than sound financial principles.” The press release notes his office has issued civil investigative demands to both firms to determine whether they violated Texas consumer protection laws, including …
A First Look! ExxonMobil Files Initial Solicitation Materials for Retail ‘Opt In’ Voting Program
Hat tip to Cooley’s Vince Flynn for a heads up about these solicitation materials recently filed by ExxonMobil with the SEC related to its retail voting program that I blogged about last week. The program provides beneficial owners and registered holders the opportunity to ‘opt in’ to provide standing instructions to cast their shareholder meeting votes so that they are aligned with the company’s board …
The Responses to the ISS Policy Survey Are Here
Here’s a rundown of the dozen topics noted in this 40-page summary of responses from the recent ISS policy survey. It’s expected that ISS will drop policy updates in November: 1. Multiclass capital structures (all countries): Investors largely agree (71%) that non-common shares with superior voting rights should be treated similarly to common shares with multiple votes. Non-investors mostly disagree (62%). 2. Burden of proof …
Corp Fin Blesses ‘Opt-In’ Standing Voting Instruction Program for Retail Holders
Recently, Corp Fin’s Office of Mergers & Acquisitions issued this notable no-action relief to ExxonMobil to enable retail holders of the company to provide standing instructions to have their votes cast at annual shareholder meetings in support of the board’s recommendations. Here’s a WSJ article about the program. This type of program might be attractive to those companies that have large numbers of retail holders …