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 …

Wachtell Lipton Discusses 2020 Voting Policies from ISS and Glass Lewis

By Andrew R. Brownstein, Sabastian V. Niles, Andrea K. Wahlquist and Carmen X.W. Lu November 15, 2019 by renholding

Proxy advisory firms Institutional Shareholder Services (ISS) and Glass Lewis recently announced updates to their U.S. proxy voting policies for the 2020 proxy season. ISS’s new policies will apply to shareholder meetings held on or after February 1, 2020 and …

Trading and Shareholder Voting

By Doron Levit, Nadya Malenko and Ernst G. Maug November 14, 2019 by renholding

Recent regulatory reforms in advanced economies have empowered shareholders by letting them vote on executive compensation, corporate transactions, changes to the corporate charter, and social and environmental proposals. This shift of power from boards to shareholders assumes that shareholder voting …

How SEC Rule 14a-8 and the Ordinary Business Exception Impede ESG Disclosure Reform

By Virginia Harper Ho November 12, 2019 by renholding

Shareholder proposals urging corporate boards to report on climate‑related risk made headlines in 2017 when they earned majority support from investors at ExxonMobil, Occidental Petroleum, and PPL.[1] The key to this historic vote was the support of the Big …

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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ISS Offers Early Take on 2019 U.S. Proxy Season Vote Results

By Kosmas Papadopoulos June 13, 2019 by renholding

As the busiest part of the 2019 U.S. proxy season is behind us, we take an early look at the vote results of annual general meetings convened from January to May. As of now, approximately 70 percent of Russell 3000 …

ISS Takes an Early Look at 2019 Shareholder Proposals

By Kosmas Papadopoulos March 5, 2019 by renholding

In the U.S., shareholder proposal filings have historically played an important role in advancing corporate governance and in highlighting key risks related to environmental and social issues. Some of the major shifts in governance practices during the past two decades …

ISS Discusses Role of Shareholder Proposals in Shaping U.S. Governance Practices

By Kosmas Papadopoulos February 15, 2019 by renholding

Over the past three decades, shareholder proposals have transformed the corporate landscape in the U.S. by spurring the adoption of governance best practices. Annual director elections, majority vote rules for director elections, shareholder approval for poison pills, and proxy access …

SEC Chair Discusses Shareholder Proposals Seeking Mandatory Arbitration Provisions in Bylaws

By Jay Clayton February 12, 2019 by renholding

The issue of mandatory arbitration provisions in the bylaws of U.S. publicly-listed companies has garnered a great deal of attention. As I have previously stated, the ability of domestic, publicly-listed companies to require shareholders to arbitrate claims against them arising

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Wachtell Lipton Offers Thoughts for Boards of Directors in 2019

By Martin Lipton, Steven A. Rosenblum, Karessa L. Cain, Amanda S. Blackett and Kathleen C. Iannone December 20, 2018 by renholding

In recent years, it has become increasingly evident that the activism-driven corporate world is relatively fragile and is proving to be unsustainable, particularly when viewed in the broader context of rapidly changing political and social norms and increasing divisiveness across …

SEC Chair Clayton Offers Remarks at Proxy Roundtable

By Jay Clayton November 16, 2018 by renholding

My fellow Commissioners and I have agreed to keep our remarks brief so we can move forward promptly with this important program. I am going to highlight four items.

First, thank you to Bill, Michele Anderson and staff from the

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SEC Commissioner Roisman Offers Remarks at Proxy Roundtable

By Elad L. Roisman November 16, 2018 by renholding

Good morning and thank you to the Divisions of Corporation Finance and Investment Management for organizing this roundtable. I hope that everyone here will take this opportunity to engage in a thoughtful, meaningful discussion on the proxy process. If the …

SEC Commissioner Stein’s Opening Remarks at Proxy Process Roundtable

By Kara M. Stein November 16, 2018 by renholding

Good morning. Welcome to the SEC staff’s roundtable on proxy process. I would like to start by thanking Chairman Clayton for asking the staff to host a roundtable on this very important topic. I would also like to thank Michele

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SEC Chair Issues Statement on Proxy Process Roundtable

By Jay Clayton August 1, 2018 by renholding

Shareholder engagement is a hallmark of our public capital markets, and the proxy process is a fundamental component of that engagement. In 2010, the Commission issued a concept release seeking public comment on whether the U.S. proxy system as a …

How Management Manipulates Voting on Its Own Proposals

By Ilona Babenko, Goeun Choi and Rik Sen June 21, 2018 by renholding

Shareholders can generally affect the decisions of companies in two ways: through voice (voting) and through exit (selling their shares). In a new paper, “Management (of) proposals,” we use shareholder voting records on management proposals from 2003 to …

Excluding Shareholder Proposals: When Ratification Creates a Direct Conflict

By Keith F. Higgins January 15, 2018 by renholding

The annual scrum between companies and shareholders seeking to have their proposals included in the company’s annual proxy statement is well underway. One of the bases upon which a company may exclude a shareholder proposal from its proxy statement is …

McDermott Will & Emery discusses ISS Issuance of Acceptable Parameters for Proxy Access Provisions

By David A. Cifrino, Thomas P. Conaghan, Thomas J. Murphy, Eric Orsic and Heidi Steele January 15, 2016 by jbarrowscls

Institutional Shareholder Services Inc. (ISS) recently issued, in the form of Frequently Asked Questions, a further update to its 2016 proxy voting guidelines to outline the types of management-sponsored proxy access provisions that ISS will deem responsive to shareholder-supported …

Unions and Shareholder Proposals

By John G. Matsusaka, Oguzhan Ozbas and Irene Yi November 20, 2015 by ilyabeylin

Invigorating the shareholder proposal process is a top priority for corporate governance reformers. But the possibility that self-interested shareholders could use proposals to harass or pressure managers to accommodate their interests is a cause for concern. Union shareholders attract more …

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 …

Simpson Thacher discusses Proxy Access: Whole Foods Delays Annual Meeting, While Several Other Companies Adopt Proxy Access Bylaws

By Yafit Cohn March 2, 2015 by ilyabeylin

Many public companies continue to consider their options in responding to proxy access shareholder proposals following the Division of Corporate Finance’s unusual announcement that it will not opine on “the application of Rule 14a-8(i)(9) during the current proxy season.”[1]…

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