How will the SEC’s shift on shareholder proposals affect the proxy season?
Many governance experts involved in the shareholder proposal process are asking questions following the release of new SEC guidance that essentially reverses a Biden-era staff legal bulletin (SLB) on the parameters and reasoning by which companies may seek the go-ahead to exclude resolutions from their proxy statements.
Overall, the division of corporation finance’s move will likely lead to fewer ESG-related proposals making their way to a vote at AGMs, posing questions about what happens this year and how proponents will respond in the future.
Many experts are waiting to see what happens in the short term given that the guidance arrived at a time when many companies have already received a 14a-8 verdict for their 2025 AGM under the old guidance while others are awaiting a response from the SEC under the newly issued SLB. Others could still file no-action requests.
In the latest episode of our Governance Matters podcast, we hear from Beth Sasfai, partner in Cooley’s public companies group and leader of the law firm’s ESG and sustainability advisory practice. Among other things, Sasfai is an expert adviser to companies on shareholder proposals. She shares her thoughts on the potential impact of the new guidance for companies and proponents this proxy season and beyond.
The Governance Matters podcast provides listeners with insight into cutting-edge issues of the day for corporate secretaries, general counsel and other governance professionals. The series looks at how the roles of governance professionals and the board – as well as the landscape in which they operate – are evolving.
From ESG and entity management to shareholder engagement, regulation and technology. Hear from governance experts and leading advisers about the latest public company governance matters today.
Click to listen and subscribe on Apple podcasts, Spotify and Acast.
