Shareholder Participation in Corporate Governance Brings Agency and Other Benefits

By James McRitchie August 29, 2025 by renholding

Critiques of both ESG and anti-ESG shareholder proposals[1] provide a valuable opportunity to clarify what matters in modern corporate governance: active shareholder participation, empirical evidence, and a holistic understanding of risk. While Michael Levin and others rightly highlight the …

How Artificial Intelligence Could Transform Proxy Advisory Practices

By Masaki Iwasaki August 28, 2025 by renholding

Proxy advisers play a pivotal role in corporate governance by providing institutional investors with recommendations on how to vote at shareholder meetings. These firms influence key corporate decisions, including the election of directors, executive compensation, and governance policies, thereby exerting …

AI Might Make a Great Proxy Adviser

By Choonsik Lee and Matthew E. Souther August 18, 2025 by renholding

Proxy advisers exercise immense influence through their voting recommendations to shareholders. Corporations, aware of the importance of those recommendations, expend valuable resources to ensure that the recommendations align with management’s preferences by hiring governance consultants to influence outcomes. These consultants …

Why Minority Support for Precatory Shareholder Proposals Promotes Transparency and Accountability

By Sanford Lewis August 8, 2025 by renholding

While shareholder proposals on governance are perennial favorites that win majority support from shareholders, advisory proposals that continue to receive significant support from a bloc of investors highlight areas in which enhanced corporate disclosure could be material to a significant …

It’s Not That Investors Oppose Anti-ESG Proposals…

By Michael R. Levin July 3, 2025 by renholding

The “anti-ESG” proposal arose somewhat recently, becoming more common within the past five or so years. Similar in spirit to ESG proposals, but their opposite. Like their conventional counterpart, they request a company consider or study or write a report

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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 Activist Investor Discusses “Voting No” on Directors

By Michael R. Levin February 13, 2025 by renholding

Let’s say upfront: voting “no” or withholding votes on directors is a relatively weak way to influence a portfolio company. We’re stubborn, so we prefer electing directors or amending bylaws. Binding acts work much better than non-binding, like opposing exec …

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. …

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