United States: Shareholders

Chairman Paul S. Atkins has launched a broad philosophical shift at the Securities and Exchange Commission (SEC), directing the agency toward cutting red tape, maximizing capital formation, and embracing technological innovation. The following summarizes SEC initiatives now underway

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 issued a significant proposal to modernize proxy solicitation rules while simultaneously proposing to rescind the shareholder proposal rule under Rule 14a-8 and amend Rule 14a-4(c). These regulatory changes represent a major shift in how companies and shareholders interact through the proxy process, with potentially far-reaching implications for corporate governance and shareholder engagement.

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...

The SEC's Division of Corporation Finance has announced a significant policy shift regarding shareholder proposals under Exchange Act Rule 14a-8, eliminating its longstanding practice of responding to company...

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.