Over the last several months, the US Securities and Exchange Commission (SEC) and its staff have taken several steps that could significantly impact the advice provided by proxy advisory firms and how that advice is relied upon, as well as the shareholder proposals submitted for inclusion in annual meeting proxy statements. These steps include the issuance of:

  • A rule proposal seeking to amend the proxy solicitation rules addressing exemptions relied on, and disclosures provided by, proxy advisory firms;
  • A rule proposal seeking to amend Rule 14a-8 dealing with shareholder proposal mechanics;
  • A staff legal bulletin by the Division of Corporation Finance providing additional guidance on the provisions that allow companies to omit shareholder proposals from their annual meeting proxy statement;
  • Guidance on the application of the proxy rules to voting advice provided by proxy advisory firms and on the proxy voting responsibilities of investment advisers; along with the:
    Announcement by the Division of Corporation Finance to changes in its shareholder proposal review process.

Please join Mayer Brown counsel Laura Richman and partner Michael Hermsen as they discuss each of these steps and how they could reshape the annual meeting process in future years.

Mayer Brown’s Global Financial Markets Initiative helps clients deal with the legal and business challenges resulting from the ongoing turbulence in worldwide financial markets. By mobilizing the firm’s global resources from multiple practices and offices, the initiative provides clients with knowledgeable and timely counsel on a broad spectrum of their legal needs.

Listen to Recent SEC Actions Relating to Proxy Advisory Firms and Shareholder Proposals.