Debevoise & Plimpton Reviews 2024 Proxy Season

By Eric T. Juergens, Maeve O'Connor, Benjamin R. Pedersen, William D. Regner and Amy Pereira October 1, 2024 by renholding

The 2024 proxy season was characterized by a high volume of shareholder proposals submitted to companies, including proposals relating to topical issues such as artificial intelligence (“AI”) and political lobbying and spending. In addition, the number of no-action requests submitted …

Every Vote Counts: Mandatory Disclosure and Voting Outcomes

By Nan Li and Yeo Sang (Johnny) Yoon August 12, 2024 by renholding

The right of shareholders to vote is essential for maximizing the value of their shares and good corporate governance. However, in a diffusely held corporation, few shareholders have the incentive to monitor management at their own cost, leading to a …

Enhanced Scrutiny and the Omnipresent Specter of Political Bias

By Stefan Padfield July 19, 2024 by renholding

Corporate politicization, when companies take sides in our culture war and risk alienating half their potential customers, is a serious concern. Recent examples of companies that have felt its negative impact on shareholder value abound, including Bud Light, Target, and …

How to Reestablish the Authority of Corporate Law in the Shareholder Proposal Process

By Bernard S. Sharfman and James R. Copland March 12, 2024 by renholding

The shareholder proposal process has gone too far. How else to interpret the proposal recently sponsored by the climate activist investors Arjuna Capital and Follow This at ExxonMobil, which called on the oil giant to reduce further its carbon footprint? …

Wachtell Lipton Discusses AI in the 2024 Proxy Season: Managing Investor and Regulatory Scrutiny

By William Savitt, Mark F. Veblen, Kevin S. Schwartz, Noah B. Yavitz, Carmen X. W. Lu and Courtney D. Hauck March 6, 2024 by renholding

Corporate disclosures concerning artificial intelligence have increased dramatically in the past year, with Bloomberg reporting that nearly half of S&P 500 companies referenced AI in their most recent annual reports. And some investors are clamoring for even more, using shareholder …

How Market Efficiency Plays a Role in ESG Disclosure

By George S. Georgiev March 1, 2024 by renholding

Proponents of ESG have recently had to contend with several developments that, at first blush, appear inconvenient. Investor support for ESG-focused shareholder proposals seems to have declined year-on-year, and some investors have abandoned ESG-themed funds while others have withdrawn from …

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 …

Paul Hastings Discusses Labor Unions, Social Activists, and Universal Proxy Cards

By Sean Donahue, Eduardo Gallardo and Ankush Dhupar November 29, 2023 by renholding

On November 21, 2023, a coalition of labor unions led by the Service Employees International Union (SEIU), announced that it has nominated three director candidates for election to the Board of Directors of Starbucks at the 2024 annual meeting of …

Shareholders (and ISS) Won Big With Universal Proxy Card in 2023

By Michael R. Levin August 23, 2023 by renholding

Now that proxy season has wrapped up, we thought we’d look back at the experience with universal proxy card (UPC). Overall, shareholders expressed their preferences in BoD elections with precision. Proxy advisors, in particular ISS, saw their recommendations win in

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Does SEC Commissioner Want to Kill Shareholder Proposals?

By Michael R. Levin July 12, 2023 by renholding

Based on his recent speech to the Society for Corporate Governance, it certainly seems as if SEC Commissioner Mark Uyeda would welcome an end to shareholder proposals. He proposes ideas that would empower companies to limit severely how shareholders could …

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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Shareholder Engagement Inside and Outside the Shareholder Meeting

By Tim Bowley, Jennifer G. Hill and Steve Kourabas June 7, 2023 by renholding

In a recent paper, we explore the engagement practices of public company shareholders and offer several important insights.

First, contemporary shareholder-company engagement is a multi-dimensional and evolving phenomenon with shareholders using, to varying degrees, a wide range of engagement techniques. …

Covington Discusses Corporate Political-Disclosure Shareholder Proposals

By Robert Kelner, Matthew Franker, Zachary G. Parks and Mellissa Campbell Duru February 27, 2023 by renholding

The 2023 proxy season is underway for public companies and their investors. Corporate secretaries, lawyers, and executives are actively engaged in the SEC’s shareholder proposal process. Consistent with recent proxy seasons, a significant number of companies are receiving proposals calling …

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 …

Can Shareholder Lawsuits Police Companies’ Climate Disclosures?

By Emily Strauss November 18, 2022 by renholding

In March 2022, the SEC proposed mandatory climate disclosures for public companies.[1] While climate activist investors applauded the proposed rules, opponents lamented their scope and cost, arguing that the SEC lacks the authority to promulgate such rules. But the …

ISS Reviews Shareholder Resolutions on Labor Issues

By Paul Hodgson November 2, 2022 by renholding

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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]…

Debevoise Discusses Shareholder Climate Activism and 401(k) Plans

By Alison Buckley-Serfass, Jonathan Lewis, Simone Hicks, Eric Juergens and Ulysses Smith June 13, 2022 by renholding

In December 2021, As You Sow, a non-profit foundation promoting environmental and social corporate responsibility, filed shareholder proposals on behalf of Amazon.com and Comcast Corporation shareholders for action at each of their 2022 annual meetings. The Amazon proposal and …

Purpose Proposals

By Jill E. Fisch May 16, 2022 by renholding

The shareholder proposal has long been an effective tool for shareholders to bring emerging corporate governance issues to the attention of a company’s board of directors, its managers, and their fellow shareholders. Over time, shareholder proposals have driven a variety …

Wachtell Lipton Discusses Board Oversight of ESG and the 2022 Proxy Season

By David M. Silk, Sabastian V. Niles and Carmen X.W. Lu April 4, 2022 by renholding

Last year’s proxy season saw investor support for an unprecedented number of ESG proposals, on issues ranging from climate change to human capital management to diversity, equity and inclusion. Proxy advisory firms increasingly recommended that shareholders vote for such proposals. …

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