Below are the “Key Takeaways” from this excellent Cooley Alert penned by Brad Goldberg, Beth Sasfai, Michael Mencher, Liz Dunshee, Vince Flynn, Amanda Weiss and Justin Kisner: “1. Rescission of Rule 14a-8 would redirect activism, not eliminate it. Activism efforts are likely to shift toward other strategies, including director “vote no” campaigns, proxy contests, litigation, direct engagement and targeted publicity campaigns. If adopted, the proposed …
It’s Another Biggie! SEC Proposes to Rescind the Shareholder Proposal Rule
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 …
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, …
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 …
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 …
Coming Soon! SEC to Propose Rescinding Rule 14a-8
I blogged on Friday that OIRA is reviewing the SEC’s proposed executive compensation disclosure reform – and now OIRA has listed two other big SEC proposals under review: As we’ve noted, OIRA has 90 days to complete its review but it often moves faster. Meaning the SEC will likely be proposing these rulemakings relatively soon. Hang onto your hats. It’s going to be a wild …
Here It Is! Corp Fin Won’t Process Rule 14a-8 No-Action Requests of Any Kind…
Corp Fin is completely out of the shareholder proposal business! As we predicted a little while back, Corp Fin announced today that it will no longer process no-action requests under Rule 14a-8 going forward. This position now even includes requests made under Rule 14a-8(i)(1) “not a proper subject” (which the Staff was open to processing over the past year – but they never received a …
A Harbinger of DOJ Antitrust Actions Against ISS and Glass Lewis?
Just as the rise of AI (and other factors) seem to have lessened the impact of ISS and Glass Lewis on voting decisions during the proxy season, the DOJ’s Antitrust Division withdrew a position – as stated in a Business Review Letter from 1987 – that it had no intention to bring action under the antitrust laws upon the formation of ISS way back when. …