News & Analysis as of

Environmental Social & Governance (ESG) Rule 14a-8 Shareholder Proposals

Skadden, Arps, Slate, Meagher & Flom LLP

Shareholder Proposal No-Action Requests in the 2024 Proxy Season: A Surge in Requests and Better Results for Companies

Shareholder proposals submitted for 2024 annual meetings continued to cover a wide range of environmental, social and governance (ESG) topics. And companies seeking to exclude shareholder proposals they deemed inappropriate...more

Morgan Lewis

A Proxy Season Wrap-up: Shareholder Proposals Target ESG and Equity Audits

Morgan Lewis on

In recent years, there has been a steady increase in shareholder proposals that target a public company’s ESG commitments, including diversity and inclusion data, environmental or emission programs, and community engagement....more

Blank Rome LLP

Regulatory Update and Recent SEC Actions - October 2022

Blank Rome LLP on

REGULATORY UPDATES - SEC Announces Leadership Changes - Anthony (“Tony”) C. Thompson was appointed to a second term as a board member of the Public Company Accounting Oversight Board (“PCAOB”), which will run until...more

Cooley LLP

More prescriptive proposals, less support for 2022 proxy season

Cooley LLP on

This proxy season, companies saw more shareholder proposals than in the past, a change that has been widely attributed to actions by the SEC and its Division of Corporation Finance that had the effect of making exclusion of...more

Troutman Pepper

ESG Proposals Make Early Waves in the 2022 Proxy Season

Troutman Pepper on

Environmental, social, and governance (ESG) issues received unprecedented attention from investors during the 2021 proxy season, and early indications show that the momentum will continue to build this year....more

Skadden, Arps, Slate, Meagher & Flom LLP

Preparing for the Shareholder Proposal Season - December 2021

On November 16, 2021, Skadden held a webinar titled “Preparing for the Shareholder Proposal Season.” The panelists were Gianna McCarthy, Director of Corporate Governance for the Office of the New York State Comptroller (New...more

BCLP

Excluding a Shareholder Proposal? Not So Fast…

BCLP on

The SEC’s Division of Corporation Finance recently published Legal Bulletin 14L (CF) (the “Bulletin”) providing updated guidance on excluding shareholder proposals under Rule 14a-8 under the Exchange Act.  Specifically, the...more

Ballard Spahr LLP

The SEC’s New Staff Legal Bulletin: A Strengthening of the ESG Framework

Ballard Spahr LLP on

Summary - The Division of Corporation Finance of the U.S. Securities and Exchange Commission (SEC) issued a new SEC Staff Legal Bulletin outlining its views on excluding shareholder proposals under Rule 14a-8(i)(5), the...more

Sullivan & Worcester

SEC Staff Issues Legal Bulletin Narrowing Interpretation of Certain Exceptions to Rule 14a-8 Allowing Shareholder Proposals in...

Sullivan & Worcester on

Climate-related issues have taken on an enhanced level of concern at the federal government level since the Biden administration rejoined the Paris Agreement in an effort to stem climate change impacts, and the administration...more

Akin Gump Strauss Hauer & Feld LLP

SEC Staff Issues Guidance Relating to Shareholder Proposals

On November 3, 2021, the U.S. Securities and Exchange Commission (SEC) issued a Staff Legal Bulletin (SLB 14L) limiting the ability of public companies to exclude from proxy statements shareholder proposals that relate to...more

Goodwin

ESG Shareholder Proposals Will be More Difficult to Exclude After SEC Staff Interpretive Reversal

Goodwin on

On November 3, 2021, the staff (“staff”) of the Division of Corporation Finance (“Division”) of the U.S. Securities and Exchange Commission (“SEC”) published Staff Legal Bulletin No. 14L which reverses a series of...more

Womble Bond Dickinson

SEC Releases Shareholder Proposal Staff Legal Bulletin Regarding Rule 14a-8 Under the Exchange Act

Womble Bond Dickinson on

On November 3, 2021, the Division of Corporation Finance (“Corp Fin”) of the U.S. Securities Exchange Commission (“SEC”) released Shareholder Proposals: Staff Legal Bulletin No. 14L(CF) (the “SLB”) to provide information for...more

White & Case LLP

A Win for Environmental and Social Shareholder Proponents? Corp Fin Issues SLB 14L, Rescinding Prior SLBs on Economic Relevance...

White & Case LLP on

On November 3, 2021, Corp Fin issued new guidance which signals a major shift in the SEC’s approach to no-action requests to exclude shareholder proposals relating to environmental and social ("E&S") matters. Previously, the...more

Perkins Coie

Preparing for the 2020 Public Company Reporting Season

Perkins Coie on

The U.S. Securities and Exchange Commission (SEC) issued rule updates and guidance in 2019 that are intended to simplify certain public reporting requirements, clarify the staff’s expectations with respect to no-action relief...more

Skadden, Arps, Slate, Meagher & Flom LLP

Preparing for the Shareholder Proposal Season

On November 14, 2019, Skadden held a webinar titled “Preparing for the Shareholder Proposal Season” with panelists Amy Borrus, Deputy Director of the Council of Institutional Investors (CII); Marc Lindsay, Senior Strategist,...more

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