Shareholder proposal rule
On September 4, 2025, the SEC's latest reg flex agenda was released, setting out the short- and long-term regulatory actions that the SEC plans to take. The agenda includes a number of proposals designed to reduce compliance...more
On September 4, 2025, the Securities and Exchange Commission’s spring 2025 rulemaking agenda (the “Agenda”) was made publicly available (see here). Chairman Paul Atkins previewed the Agenda, which widely diverges from the...more
The 2025 proxy season marked a turning point in the Securities and Exchange Commission’s (SEC) administration of shareholder proposals. Over the course of the season, the staff of the Division of Corporation Finance (staff)...more
In this episode of the Above Board podcast, host Scott Lesmes is joined by Morrison Foerster partner and former SEC Division of Corporation Finance staffer Ryan Adams to recap major trends from the 2025 proxy season. They...more
With Delaware’s officer exculpation law now in its third proxy season, how are companies faring at the ballot box? In this week’s blog, my colleague Lenin Lopez offers insight into what’s working, what’s not, and how...more
In this recent podcast, Trends and takeaways from the 2025 proxy season, KPMG Board Leadership Center (BLC) Senior Advisor Stephen Brown and Freshfields Partner Pamela Marcogliese discuss shareholder proposal trends and...more
Proxy voting trends and outcomes, shareholder engagement, activism, and lessons for boards. KPMG Board Leadership Center Senior Advisor Stephen Brown and Freshfields Partner Pamela Marcogliese share their takeaways for...more
In a broad reversal of course on proposed rules issued by the Securities and Exchange Commission (SEC) under the leadership of former SEC Chair Gary Gensler, on June 12, 2025, the SEC issued a notice withdrawing fourteen of...more
Last week, ISS launched its latest annual ‘Global Benchmark Policy Survey’ – responses are due by August 22nd. Here are the primary questions (I didn’t include the multiple-choice answers)...more
On June 20, 2025, Texas Governor Greg Abbott signed Senate Bill 2337 (“SB 2337”), a novel regulation that will require significant disclosure obligations for proxy advisors, such as ISS and Glass Lewis, for their voting...more
On July 24, 2025, Institutional Shareholder Services Inc. (ISS) announced the launch of its Annual Benchmark Policy Survey. The survey results will inform ISS’s policy development for 2026 and beyond. For the U.S. market, the...more
The 2025 proxy season (July 1, 2024 – June 20, 2025, meetings) concluded with a significant drop in the volume of shareholder proposals from the 2024 proxy season’s record high, as environmental and social (E&S) proposals...more
Recently, BlackRock released its “2024 Investment Stewardship Annual Report” – here’s a 25-page executive summary. Here are six lessons learned – although note this is all about last year; not the latest proxy season...more
The Securities & Exchange Commission (SEC) recently made certain announcements that reflect the current administration’s reduced emphasis on climate-related financial regulation. First, the SEC withdrew a proposed rulemaking...more
On June 20, 2025, Texas Governor Greg Abbott signed Senate Bill 2337 ("SB 2337") to impose first-of-its-kind regulation and significant disclosure obligations on proxy advisors, such as ISS and Glass Lewis. SB 2337 aims to...more
On June 20, 2025, Texas Governor Greg Abbott signed into law Senate Bill 2337 (SB 2337), which imposes new regulations on proxy advisory firms — such as ISS and Glass Lewis — when providing voting recommendations and other...more
Recently, the Texas Legislature passed Senate Bill 2337 (SB 2337) in an effort to regulate proxy advisors – including ISS and Glass Lewis – when they provide proxy voting recommendations for those companies that are either...more
In a significant but not unsurprising policy shift, the U.S. Securities and Exchange Commission (SEC) has announced the withdrawal of proposed rules aimed at enhancing ESG disclosures and modifying shareholder proposal...more
In a broad reversal of course on proposed rules issued by the Securities and Exchange Commission (SEC) under the leadership of former SEC Chair Gary Gensler, on June 12, 2025, the SEC issued a notice withdrawing 14 of the...more
On June 12, 2025, the SEC announced its withdrawal of previously proposed amendments to Rule 14a-8. ...more
Last week, the SEC issued a notice of formal withdrawal for 14 proposed rulemakings that were issued a few years ago – these rules were never adopted. The only Corp Fin rulemaking in this group was this proposal from 2022...more
The Securities and Exchange Commission (SEC) formally withdrew the following proposed Gensler era rulemakings: Substantial Implementation, Duplication, and Resubmission of Shareholder Proposals Under Exchange Act Rule...more
The SEC has withdrawn proposed rules captioned “Substantial Implementation, Duplication, and Resubmission of Shareholder Proposals Under Exchange Act Rule 14a-8. In conjunction therewith the SEC announced “The Commission does...more
In the first Trump Administration, the Securities and Exchange Commission promulgated certain rules that had the effect of erecting barriers to activist investors seeking to have shareholder proposals--often involving topics...more
Welcome to the latest edition of the Sustainability Spotlight, your place to keep up with all the ESG action – federal and state enforcement, shareholder proposals and litigation, and state attorney general actions. This...more