United States: Shareholders

The Securities and Exchange Commission has proposed rescinding Rule 14a-8, the decades-old regulation that requires companies to include shareholder proposals in proxy statements. This fundamental shift in shareholder engagement, coupled with proposed amendments to Rule 14a-4 regarding discretionary voting authority, could reshape how shareholders communicate with companies and influence corporate governance. The proposed changes raise critical questions about alternative channels for shareholder voice and

The Securities and Exchange Commission has proposed rescinding Rule 14a-8 and revising discretionary voting rules, fundamentally reshaping how shareholders submit proposals for inclusion in company proxy materials. While nothing has changed yet and current rules remain in force, boards must assess how their governance documents, shareholder-engagement practices, and proxy workflows would need to adapt if the proposals become final.

The SEC has proposed rescinding Rule 14a-8, which would eliminate federal oversight of shareholder proposals and shift governance entirely to state corporate law. Companies face a period of regulatory uncertainty as states develop their own frameworks, requiring immediate review of advance notice bylaws and close monitoring of legislative developments in their state of incorporation.

The SEC has proposed eliminating Rule 14a-8, which has required companies to include qualifying shareholder proposals in proxy materials since 1942, potentially reshaping decades of shareholder engagement practice. Companion amendments would expand companies' discretionary voting authority while introducing new opt-out mechanisms for individual shareholders.

On September 25, the California DFPI seized a California state-chartered bank and appointed the Federal Deposit Insurance Corporation (FDIC) as receiver after the bank’s financial condition...

Bass, Berry & Sims attorneys outline proactive strategies companies can implement to manage shareholder departures effectively and minimize the risk of costly litigation. The article examines governance mechanisms, valuation methodologies, and dispute-resolution procedures that help organizations navigate shareholder exits while preserving business value and avoiding contentious "business divorces."

The Securities and Exchange Commission has proposed sweeping changes to federal proxy rules, including the potential rescission of Rule 14a-8 governing shareholder proposals and amendments to modernize proxy solicitation procedures. These proposals would fundamentally shift oversight of shareholder proposals from federal regulation to state law and corporate governance documents, while streamlining various proxy-related compliance requirements that have remained largely unchanged for decades.

The SEC has proposed sweeping updates to transfer agent rules for the first time since the 1980s, addressing modern technologies like blockchain recordkeeping and uncertificated securities. Meanwhile, four major rulemaking projects affecting public companies have moved to OIRA review, and new guidance clarifies when shareholder engagement preserves Schedule 13G eligibility.

The SEC has submitted three major rulemaking projects to OIRA for review that will significantly impact public companies and capital raising activities. These proposals address shareholder proposal regulations, proxy solicitation processes, and retail investor access to private markets. Once OIRA completes its review, the Commission will vote on these rulemakings before publishing the proposals.