Orrick Discusses How SEC Is Handing More Control Back to Issuers

By Ben Richards, Mark Mushkin and Lisa Cossi October 29, 2026 by martinyerovi

For decades, the annual meeting ran through the same cast of middlemen. Under Rule 14a-8,[1] companies generally had to put shareholder proposals in their proxy statements for a vote, unless a proposal fit into one of the Rule’s built-in …

Wachtell Lipton Discusses Ten Shareholder Activism Trends for 2027

By Wachtell, Lipton, Rosen & Katz September 23, 2026 by renholding

Last year, we identified ten trends that we expected to shape shareholder activism in 2026. Those trends included: increasing M&A-focused activism, emboldened occasional activists, less visibility into shareholder views, the normalization of serving as a dissident nominee, and more “withhold” …

Cleary Gottlieb Discusses the New SEC No-Action Letter Landscape

By Shuangjun Wang, Francesca Odell and Jean Choi February 4, 2026 by jlucero

In November 2025, the Division of Corporate Finance (the “Staff”) of the Securities and Exchange Commission (the “SEC”) announced that it would no longer provide substantive responses to most no-action requests for shareholder proposals during this proxy season. Since this …

ISS Offers Preview of Continental Europe Proxy Season

By European Governance Research April 29, 2025 by renholding

European competitiveness: Following the results of the 2024 European elections and the release of the so-called Draghi-report, European competitiveness has emerged as a key priority and a major stewardship theme. European competitiveness is a broad theme affecting various aspects, ranging …

SEC Commissioner Speaks on Finding Balance at the SEC

By Caroline A. Crenshaw March 26, 2025 by renholding

[1] Good morning and thank you for having me. Before I begin, I would like to thank ICI for the invitation to speak here today.[2] I am coming to speak before you during a time of change, both at …

New Survey Reveals Strong Shareholder Support for Companies to Follow a Code of Conduct for Political Spending

By Bruce F. Freed, William S. Laufer and Karl Sandstrom September 16, 2024 by renholding

How do shareholders want companies to manage political spending? This is a critical question for senior management and boards as the 2024 elections enter the final stage and the 2025 proxy season opens. It’s particularly important and timely as companies …

ISS Discusses Human Rights-Related Shareholder Proposals

By Joseph Hong December 14, 2022 by renholding

The topic of human rights is of major concern among many stakeholder groups, spanning the public, private, and social sectors (e.g., companies, investors, consumers, NGOs, governments, intergovernmental organizations, etc.). Human rights issues present material risks to not only companies, but …

ISS Reviews Shareholder Resolutions on Labor Issues

By Paul Hodgson November 2, 2022 by renholding

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ISS Discusses 2022 Shareholder Resolutions on Political Spending

By Paul Hodgson June 30, 2022 by renholding

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Wachtell Lipton Discusses Executive Compensation Considerations – Looking Ahead and Staying Nimble

By Jeannemarie O'Brien and Adam J. Shapiro August 25, 2020 by renholding

Unpredictability has dominated the economic climate over the last six months and likely will continue in the months ahead. Companies that swiftly and thoughtfully assess and respond to evolving challenges will most effectively manage through the pandemic. This theme applies …

ISS Offers 2019 Hong Kong Proxy Season Review

By Institutional Shareholder Services January 29, 2020 by renholding

In early 2019, the government of Hong Kong proposed a bill that would allow for the transfer of criminal suspects to jurisdictions with which it does not have an extradition agreement, including Mainland China. The proposed extradition bill triggered an …

Cleary Gottlieb Discusses Shareholder Engagement Trends and Considerations

By Jeffrey Karp, Helena Grannis and Gaia Goffe January 24, 2020 by renholding

Shareholder engagement continues to be an important consideration for companies in communicating their long-term strategy and deepening relationships with their investors, and boards are becoming ever more involved in the process.

In PwC’s 2019 “Annual Corporate Directors Survey,” 51% of …

Davis Polk Discusses SEC’s Proposed Rules on Proxy Advisers, Shareholder Proposals

By Joseph Hall, Sarah Solum, Ning Chiu, Betty Moy Huber and Paula Simpkins November 14, 2019 by renholding

On November 5, 2019, at an open meeting the SEC voted (3 to 2) to propose amendments to the proxy rules. The proposed amendments relate to regulating proxy advisory firms. The Commission also voted to propose amendments with regard to …

SEC Announces Changes in Handling No-Action Requests on Shareholder Proposals

By William Hinman September 10, 2019 by renholding

After the recent proxy and shareholder proposal season, the Division considered whether additional guidance or changes to its process of administering Exchange Act Rule 14a-8 were warranted. As a result of that consideration, the staff focused on how it could

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Latham & Watkins Discusses Key Compensation Items for 2019 Proxy Season

By Holly M. Bauer, David T. Della Rocca, Maj Vaseghi, Bradd L. Williamson and Stephanie Jeane January 25, 2019 by renholding

Even as the US government shutdown continues to create complexities for many companies,[1] it is business as usual for US public companies that are continuing their annual planning for the upcoming proxy season. Although 2019 introduces fewer significant changes …

Davis Polk and Semler Brossy Offer an Update on Say-on-Pay

By Kyoko Takahashi Lin, Ning Chiu, Alicyn Gilbert, Blair Jones and Kathryn Neel December 5, 2018 by renholding

The proxy season is just around the corner for calendar year public companies, and, ahead of the season, two major proxy advisory firms, Institutional Shareholder Services (ISS) and Glass Lewis, recently released their 2019 policy updates. ISS’s 2019 policy updates…

Wachtell Lipton Discusses the State of Play in Activism

By Martin Lipton and Zachary S. Podolsky October 11, 2018 by renholding

As we approach the 2019 proxy season, developments since September 2017 prompt a brief updated review of the state of play.

The threat of activism remains high, and has become increasingly global.
Activist assets under management remain at elevated levels,

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CamberView Partners Offers 2018 Proxy Season Preview

By Abe M. Friedman and Bob McCormick April 13, 2018 by renholding

With the vast majority of annual meetings set to be held in the coming weeks, the contours of the 2018 proxy season are coming into focus. While previous years are remembered for defining initiatives — “say on pay” in 2011, …

Weil Discusses 2018 10-K and Proxy Season: Spotlight on Corporate Sustainability

By Catherine Dixon and Aabha Sharma January 24, 2018 by charlesbluesky

Institutional investor calls for enhanced transparency regarding portfolio companies’ identification and management of evolving sustainability risks gained considerable momentum over the past year, as reflected in shareholder voting patterns during the 2017 proxy season, developments in investor “stewardship” codes and …

Proskauer discusses how Third Circuit Opinion Raises Uncertainty for the Ordinary Business Exclusion in Shareholder Proposals

By Frank Zarb and Charles Lee September 9, 2015 by jbarrowscls

On July 6, 2015, the U.S. Court of Appeals for the Third Circuit issued its opinion[1] in Trinity Wall Street v. Wal-Mart Stores, Inc.[2] The holding permitted Wal-Mart Stores, Inc. (“Wal-Mart”) to exclude a shareholder …

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