The 2026 proxy season thus far has been out-of-the-ordinary, impacted by regulatory and policy developments that required companies and shareholders to adapt their shareholder proposal and engagement strategies. As a result of these unusual circumstances, particularly when coupled with uncertainty about the evolving role of the Securities and Exchange Commission (“SEC”) and potential rule changes
Shareholder Proposal Rule
Open Now: Survey on Shareholder Proposals
By Anna T. Pinedo & Carlos E. Juarez on
The John L. Weinberg Center for Corporate Governance, in coalition with several major industry organizations, seeks to gather practical insights from companies, investors, and related professionals about the scope and effectiveness of the current federal shareholder proposal rule (Rule 14a-8) through a new survey.
Recent remarks from the Chairman of the U.S. Securities and Exchange Commission…
Webinar Series: Preparing for the 2026 US Proxy & Annual Reporting Season
By Ryan J. Liebl, Jennifer Zepralka, Ali Perry & Liz Walsh on
| 10-K and Disclosure Trends | Proxy Statement and Annual Meeting Preparation |
| Webinar | November 10, 2025 12:00 p.m. – 1:00 p.m. EDT Register here. The proxy and annual reporting season may seem a long way off. However, in light of the amount of work and planning that goes into the proxy statement, annual report, and |
Exxon’s Suit Over Shareholder Proposal Rule Should Help the SEC Refocus on Investor Protection
Bloomberg Law has published Larry Cunningham’s opinion piece on this high-visibility lawsuit.
Exxon Mobil Corp. recently attracted significant attention after suing two climate activists who sent a shareholder proposal asking that the company set stringent targets to slash its greenhouse gas emissions and those of its customers.
If implemented, the proposal would effectively place a…
Officer Inculpation and Exculpation: Might McDonald’s and 102(b)(7) Converge?
Delaware recently delivered two important legal changes that officers, directors and shareholders should be thinking about. First, a Delaware court last month held that officers, like directors, owe their companies a duty of oversight. Second, the Delaware legislature last year authorized companies to amend their charters to immunize officers, as well as directors, for…
Who Are Quality Shareholders and Why You Should Care: The 37th Annual Francis G. Pileggi Distinguished Lecture in Law
The stated purpose of the Pileggi Lecture is to create an opportunity for those “distinguished” in corporate law and governance to address those “most responsible for shaping it:” the Delaware bench and bar. The message I’d like to share is: you are doing an excellent job, and please keep it up. A few takeaways upfront:…