Cleary Discusses SEC Proposal to Rescind Rule 14a-8 and Amend Rule 14a-4

By Sebastian Alsheimer, Helena Grannis, J.T. Ho, Francesca Odell and Lillian Tsu October 16, 2026 by martinyerovi

On September 16, 2026, the SEC issued its much-anticipated proposal to rescind Rule 14a-8 under the Securities Exchange Act of 1934 (the “Exchange Act”), the shareholder proposal rule, in its entirety. If adopted, the proposal would eliminate the federal framework …

Shadow SEC Statement No. 16: Retain Rule 14a-8

By John Coates, John C. Coffee, Jr., James D. Cox, Merritt B. Fox and Joel Seligman October 13, 2026 by renholding

We oppose rescission of SEC Rule 14a-8.

Rule 14a-8 has for 80 years been a useful, congressionally authorized component of the U.S. capital markets, fully compatible with the long-standing dual state and federal system governing public companies. Reasonable people may …

Skadden Discusses Major Changes to Federal Proxy Rules

By Marc S. Gerber, Raquel Fox, Elizabeth R. Gonzalez-Sussman, Kevin T. Hardy and Sydney Smith October 12, 2026 by renholding

Executive Summary

What’s new: On September 16, 2026, the SEC proposed amendments to the federal proxy rules, including rescinding Rule 14a-8 governing shareholder proposals in company proxy materials, expanding company discretionary voting authority over floor proposals and modernizing various other

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Who Needs SEC Rule 14a-8?

By Mohsen Manesh September 30, 2026 by renholding

On September 16, the Securities and Exchange Commission proposed to rescind Rule 14a-8, the SEC rule that lets a shareholder holding as little as $2,000 of stock place a proposal in a company’s proxy statement, at the company’s expense, for …

SEC Chair on Plan to Rescind Shareholder Proposal Rule and Modernize Proxy Solicitation

By Paul S. Atkins September 17, 2026 by renholding

Today [September 16], the Commission issued two proposing releases related to its proxy rules under the Securities Exchange Act of 1934. The proposals reflect two of my highest regulatory priorities. First, ensuring that the Commission does not improperly intrude into …

Opening History’s Shareholder Activism Black Box

By Brian Cheffins May 14, 2026 by renholding

Though shareholder activism is a pivotally important corporate governance topic, historical analysis of shareholder engagement with publicly traded companies has generally been cursory. In a recent paper I do much to correct matters for the United States in the first

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Rule 14a-8 Permits Precatory Proposals, and the SEC Can’t Just Say It Ain’t So

By Brett McDonnell April 20, 2026 by renholding

Shareholder proposals under Rule 14a-8 have played a major role in transforming corporate America, bringing to the fore everything from non-staggered boards and majority voting for directors to disclosure concerning diversity and lobbying expenditures. Most shareholder proposals are “precatory”—advisory rather …

Shareholder Advocates Are Fighting the Wrong Battle on Rule 14a-8

By Mohsen Manesh February 17, 2026 by renholding

Shareholder-rights advocates are mobilizing. The Council of Institutional Investors, representing pension funds with assets under management of approximately $5 trillion, has written to the SEC demanding that the agency resume substantive review of shareholder proposal no-action requests. The International …

Reassessing Weinberg Center Survey Claims About Shareholder Proposals

By Sanford Lewis and Khadija Foda February 13, 2026 by renholding

The shareholder proposal process is currently the subject of renewed scrutiny and critique. Detractors have raised concerns about cost, legitimacy, and federalism. The Securities and Exchange Commission has announced its intent to conduct a formal rulemaking to alter the shareholder …

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 …

Shareholder Proposals at a Crossroads: What a New Survey Reveals

By Lawrence A. Cunningham January 14, 2026 by renholding

The shareholder proposal mechanism under SEC Rule 14a‑8 occupies a distinctive position in U.S. corporate governance. Created in 1942 as part of the federal proxy system, it enables shareholders to express views on corporate policy while leaving decision-making authority with …

Ropes & Gray Discusses SEC Limits on Considering Shareholder Proposal No-Action Requests

By Kunle Deru and Craig Marcus November 24, 2025 by jlucero

The Division of Corporation Finance (the “Division”) of the Securities and Exchange Commission (the “SEC”) released a statement on November 17 indicating that it will not respond to no-action requests by companies seeking to exclude shareholder proposals from their proxy

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SEC Commissioner Speaks Out Against Announcement on No-Action Requests

By Caroline A. Crenshaw November 18, 2025 by renholding

By Announcement today [November 17], the Division of Corporation Finance has apparently determined that, as a matter of “resource and timing considerations,” it will not respond to no-action requests for relief under Rule 14a-8. But, this Announcement is more of …

Davis Polk Discusses SEC Chair’s Bid to Reframe Shareholder Proposals

By Ning Chiu and Joseph A. Hall October 23, 2025 by jlucero

SEC Chairman Paul Atkins’ speech last week in Delaware sounded to many like a death knell for shareholder proposals under Rule 14a-8. In fact, it was far more strategic: the opening move to test whether Delaware corporate law even permits …

Paul Weiss Discusses the Impact of SEC Guidance on 13G Eligibility, Rule 14a-8 Shareholder Proposals, and Exempt Solicitations

By Scott A. Barshay, Carmen X. Lu, Frances F. Mi and Kyle T. Seifried March 4, 2025 by renholding

The Staff in the Division of Corporation Finance at the U.S. Securities and Exchange Commission has issued three new sets of guidance that may influence and potentially reshape how shareholders engage with companies going forward.

Guidance on 13G Eligibility

On …

Sullivan & Cromwell Discusses SEC Bulletin on Excluding Shareholder Proposals

By June M. Hu, H. Rodgin Cohen, Dalia O. Blass, Catherine M. Clarkin and Marc Treviño February 21, 2025 by renholding

On February 12, the Staff of the SEC Division of Corporation Finance published a new Staff Legal Bulletin No. 14M(“SLB 14M”) regarding the exclusion of Rule 14a-8 shareholder proposals under Rule 14a-8(i)(5) (“economic significance”) and Rule 14a-8(i)(7) (“ordinary business”). …

The Corporate Contract and the Private Ordering of Shareholder Proposals

By Mohsen Manesh February 26, 2024 by renholding

Should Coca-Cola do more to protect abortion rights?[1] Should Mastercard track gun purchases?[2] Should Disney’s workplace DEI trainings be more sensitive to conservative perspectives?[3] More importantly, should an activist holding only a nominal stake in any of …

SEC Commissioner Speaks on Shareholder Proposals, Proxy Statements, and Rule 14a-8

By Mark T. Uyeda June 28, 2023 by renholding

Thank you, Christina [Maguire], for that introduction and congratulations on becoming President and CEO of the Society [for Corporate Governance] (the “Society”) this past January. I would like to start by recognizing Darla Stuckey, who retired in April [2023] and

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Gibson Dunn Discusses Shareholder Proposal Developments for the 2022 Proxy Season

By Elizabeth Ising, Thomas J. Kim, Ronald O. Mueller, Lori Zyskowski and Geoffrey E. Walter July 29, 2022 by renholding

This post provides an overview of shareholder proposals submitted to public companies during the 2022 proxy season,^[1] including statistics and notable decisions from the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) on no-action requests.^[2]…

SEC Chair Gensler Addresses Proposed Amendments to Rule 14a-8, Proxy-Voting Advice Rules

By Gary Gensler July 14, 2022 by renholding

Today [July 13], the Commission will consider proposed amendments to Rule 14a-8 that would provide greater certainty as to the circumstances in which companies are able to exclude shareholder proposals from their proxy statements. I am pleased to support the …

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