Shareholder proposal rule
This article from Morningstar published on the Harvard Law School Forum on Corporate Governance examines three major trends of the 2024 proxy season regarding environmental, social and governance shareholder proposals. The...more
You may recall that, in January, ExxonMobil filed a lawsuit against Arjuna Capital, LLC and Follow This, the two proponents of a climate-related shareholder proposal submitted to Exxon, seeking a declaratory judgment that it...more
The Number of Shareholder Proposals Made by Activist Shareholders, Votes Against Management Proposals and Listed Companies Facing Shareholder Proposals Each Continue to Trend Upward in Japan - During the June 2023 annual...more
In late July 2023, House Republicans on the Financial Services Committee introduced four bills targeting various business and market activities that implicate environmental, social, and governance issues. In a statement...more
Notwithstanding legislative and executive action by several states in opposition to the supposed “woke” stances of some businesses on ESG and ESG investing—or perhaps because of it—this proxy season will see a significant...more
The number of shareholder proposals put forward in 2022 increased by roughly 9% over 2021. At the same time, however, the number of shareholder proposals put forward by hedge funds and dedicated activists went up by only 1%....more
Institutional Shareholder Services ("ISS") and Glass Lewis & Co. LLC ("Glass Lewis"), the two major proxy advisory firms, recently issued their updated proxy voting guidelines for the 2023 proxy season. These policy updates...more
On November 15, 2022, Skadden held a webinar titled “Preparing for the 2023 Shareholder Proposal Season.” The panelists were Gianna McCarthy, Director of Corporate Governance for the New York State Common Retirement Fund (NYS...more
Takeaways - ESG activist campaigners are likely to continue asserting themselves. Companies that have merged with SPACs and whose stock prices have slumped will be at risk for activist pressure. Watch for more activist...more
REGULATORY UPDATES - SEC Leadership Changes - On April 17, 2021, Gary Gensler was sworn into office as the Chair of the Securities and Exchange Commission (the “SEC”). Gensler served as chair of the U.S. Commodity Futures...more
Strong ESG credentials and long-term plans to improve their relationship with society and the environment are increasingly important to ensure companies’ access to capital. Environmental, social and governance (ESG) matters...more
While balance sheet proposals saw a slight downturn, COVID-19 and FEFTA appear not to have dampened shareholders' desire to effect change via AGM proposals....more
Due to the increasing awareness of the importance of environmental, social, and governance ("ESG") initiatives, the European Commission came forward at the end of May 2018 with a proposal related to this topic. The proposal...more
For those who want to start preparing for the 2019 proxy season, our preliminary list of important considerations is set forth below: Review 162(m) Disclosures in Proxy Statements... ...more
When finalizing proxy materials for upcoming annual shareholder meetings, we recommend that public companies consider the following requirements under the Securities and Exchange Commission (SEC) rules and stock exchange...more
EXECUTIVE SUMMARY - 1. Cybersecurity threats. Cybersecurity preparedness is essential in 2018 as the risk of, and associated adverse impact of, breaches continue to rise. The past year redefined the upward bounds of the...more
As shareholders continue to submit proxy access proposals, public companies may wish to consider proxy access and develop a response plan. Many public companies have received shareholder proxy access proposals in...more
The 2016 proxy season occurs in an environment of heightened shareholder activism and an ever-increasing focus on compensation and corporate governance disclosures. This Proxy Season Field Guide provides you with an overview...more
Recent activity by shareholder governance advocates and the SEC has thrust proxy access back into the spotlight. Here we provide a brief refresher on proxy access and our thoughts on recent developments....more
Publicly traded REITs today face an increased risk of potential shareholder activism, proxy fights and otherwise hostile overtures. In response to this growing trend, public REITs should examine their corporate governance...more