- within Law Department Performance, Antitrust/Competition Law and Family and Matrimonial topic(s)
The Securities and Exchange Commission (SEC) has issued a no-action letter permitting ExxonMobil to introduce a voluntary, opt-in proxy voting program for retail shareholders. Under the program, retail shareholders, including both registered and beneficial owners, may provide standing instructions to have their shares voted in accordance with board recommendations at future shareholder meetings. Participating retail shareholders will continue to receive all proxy materials filed for upcoming meetings and will have the ability to opt-out or override their instructions at any time. We do not expect there to be any Irish law obstacles to adopting these programs, but recommend early consideration of the impact on the proxy and annual meeting timelines.
The program is designed to increase retail shareholder participation, which could lead to a higher proportion of retail votes being cast in alignment with board recommendations. This, in turn, may reduce the influence of activist shareholders on voting outcomes.
If more companies implement similar programs, the landscape of shareholder voting could be significantly reshaped, especially for issuers with substantial retail ownership. The overall impact will depend on the degree of adoption by other issuers, the level of retail participation, and the reactions of proxy advisory firms and institutional investors.
SEC CONSIDERING "FOREIGN PRIVATE ISSUER" DEFINITION
In June 2025 the SEC published a concept release soliciting public comments on the definition of "foreign private issuer" (FPI) under US securities laws. The SEC sought comments on whether accommodations currently afforded to FPIs should continue to apply to the foreign issuers currently captured by the FPI definition or whether the definition should be amended to reflect recent changes to the FPI population. The deadline for comments was 8 September, and we will be watching closely to see if the SEC makes any changes to FPI status or obligations as a result of the comments submitted.
This article contains a general summary of developments and is not a complete or definitive statement of the law. Specific legal advice should be obtained where appropriate.
