Texas passes law to limit shareholder proposals

SEC Chair Questions Legality of Non-Binding Shareholder Proposals In a recent address, SEC Chair, Paul Atkins, questioned whether Delaware law actually requires companies to include non-binding shareholder proposals in their corporate proxy statements. His remarks suggest that there is a sound basis under which these proposals may be excluded from proxy statements of Delaware corporations – a position that, if adopted, could upend historical shareholder engagement practices related to shareholder proposals. While the Chairman’s view remains untested, its ultimate resolution may rest with Delaware’s courts before exclusion of such shareholder proposals becomes settled practice. Click the link in the comments to read the full client alert.

In a speech on October 9, SEC Chair Paul Atkins stated that “[t]he view that Delaware law does not provide shareholders the right to have their precatory proposals addressed by companies is not a new one” and questioned why more Delaware companies “have not sought to exclude precatory shareholder proposals pursuant to paragraph (i)(1)” of Rule 14a-8. This memo summarizes the key considerations related to Chair Atkins’s statement on Rule 14a-8 shareholder proposals.   Subscribe to our memos: https://lnkd.in/eJ2NJfei Learn more: https://lnkd.in/eCZMMhTD

US Securities and Exchange Commission (SEC) Chairman Paul Atkins delivered remarks on October 9 exploring arguments that nonbinding shareholder proposals are not a right under Delaware law. This could eventually result in the elimination of nearly all Rule 14a-8 shareholder proposals as we know them. Read more from Cooley LLP with the link below.

US Securities and Exchange Commission (SEC) Chairman Paul Atkins delivered remarks on October 9 exploring arguments that nonbinding shareholder proposals are not a right under Delaware law. This could eventually result in the elimination of nearly all Rule 14a-8 shareholder proposals as we know them. Read more from Cooley LLP with the link below.

SEC Chair Paul Atkins delivered remarks on October 9 exploring arguments that nonbinding shareholder proposals are not a right under Delaware law. This could eventually result in the elimination of nearly all Rule 14a-8 shareholder proposals as we know them. Read more from Cooley LLP with the link below.

From a Bloomberg Law post: “Big capital providers are flocking to Arizona to pour money into “alternative” law firms as investors become comfortable with risk in the fledgling space.” “A Bloomberg Law review of approved ABS applications shows details of the business models of new entrants gaining a foothold in Arizona. This article is based on documents received via a public records request to the Arizona Supreme Court.” As Wall Street looks for returns that aren’t correlated to more traditional equity and fixes-income investments, it capitalizes (pun intended) on law firm regulatory reform. https://lnkd.in/eyuwU-6N #legaltechnology #legaltech

Can a corporation’s failure to comply with statutory transparency obligations be challenged at any time? A recent Ontario Court of Appeal decision confirmed that limitation periods are applicable to shareholder compliance applications. Read about the decision and its key takeaways for business owners and minority shareholders. Authored by: Gleb Matushansky #MTInsights #CommercialLitigation

Last month, Delaware enacted Senate Bill 21 (SB 21) — a seismic shift in how conflicted transactions involving interested directors or controlling shareholders are reviewed under Delaware corporate law. Under the new regime, to qualify for the “safe harbor” under Section 144, a transaction now needs only one procedural approval — either from independent directors or informed minority shareholders — rather than both. The amendment also relaxes the requirement that a special committee be fully independent, reducing it to just a majority of disinterested directors. Why this matters: - It recalibrates the balance of power between boards and minority investors. - It challenges entrenched court precedents that demanded stricter safeguards. - It may influence where companies choose to incorporate (or re-incorporate). - It sets up new battlegrounds over fiduciary duty, fairness review, disclosure obligations, and enforcement. In practice, counsel and directors will need to rethink how they structure conflicted deals, how they document decision processes, and how they manage risk of post-closing challenges. Question for you: In your view, does SB 21 meaningfully weaken investor protection — or is it a necessary modernization for Delaware to stay competitive? I’d love to debate this. Feel free to comment or DM me your take. #CorporateLaw #Governance #FiduciaryDuties #DelawareLaw #MergersAndAcquisitions #ShareholderRights #LegalInnovation

New BainbridgeOnCorporations post: SEC Chair Paul Atkins Continues His Focus on Reforming SEC Rule 14a-8 (The Shareholder Proposal Rule): Part II—The case for repeal or meaningful reform of the shareholder proposal rule

With no end in sight, the U.S. government shutdown may prove to dampen activity in Big Law capital market practices, which have seen a surge of IPO deals this year. The shutdown is already causing headaches on closing initial public offerings, but it could become more troublesome for transactions the longer the shutdown continues, attorneys and legal consultants say. Margaret Rhoda, a securities and capital markets partner at New York-based firm Harter Secrest & Emery who primarily works with small publicly traded companies, said she sees the impact on clients trying to raise capital. “For smaller public companies, unless you have your registration statement declared effective before the doors closed, you are kind of left in the cold until the government reopens,” said Rhoda. There’s still plenty of work to be done that doesn’t require government review. “All the securities offering and transactional processes that we have ongoing remain ongoing and in process,” said Matthew Kaplan, chair of Debevoise & Plimpton’s corporate department. Full story from Abigail Adcox: https://lnkd.in/eKVXJ2cR