On August 14, 2026, the SEC’s Division of Corporation Finance updated its statement on how it handles Rule 14a-8 shareholder proposals. The Division will now stop responding to shareholder proposal related no-action requests of any kind, and it will no longer issue “no-objection” letters in response to a company’s representation that it has a reasonable basis to exclude. The change is effective immediately and extends the modified process the Division rolled out last November, which we covered here.
Continue Reading SEC Further Modifies Its Rule 14a-8 Response Process
J.T. Ho
Justin “J.T.” Ho’s practice is focused on helping public companies and their boards navigate complex and challenging corporate governance, securities reporting, shareholder activism, crisis communication, executive compensation, and sustainability matters through collaborating on practical, innovative, business-oriented solutions.
SEC Proposes E-Delivery as the New Default for Proxy Materials and Other Disclosures
On July 16, 2026, the SEC proposed Regulation E-Delivery, which would allow companies to make electronic delivery the default option on a go-forward basis for satisfying delivery obligations under the federal securities laws, including for proxy materials, so long as the recipient has provided an electronic address. Today the presumption runs the other way: delivery is on paper unless the recipient opts in to e-delivery. The proposal would flip that presumption, subject to conditions, while preserving each recipient’s right to opt out and receive paper for free.
Continue Reading SEC Proposes E-Delivery as the New Default for Proxy Materials and Other DisclosuresSEC Staff Issues Guidance on Disclosure Obligations for Activist Fund Structures Under Schedules 13D and 14A
On July 9, the Staff of the Securities and Exchange Commission (the SEC) issued three new Corporation Finance Interpretations (CFIs) addressing disclosure obligations under Schedules 13D and 14A. The guidance targets a specific but increasingly common activism structure: special-purpose vehicles that raise capital from investors to buy a single issuer’s securities and conduct an activism or proxy campaign. Activists who form these vehicles must now name the underlying investors in their 13D and contested proxy filings.
Continue Reading SEC Staff Issues Guidance on Disclosure Obligations for Activist Fund Structures Under Schedules 13D and 14AShareholder Activism Approaching the 2026 Midpoint: Trends, Lessons, and What to Expect for the Rest of the Season
As the 2026 proxy season approaches its midpoint, the early data confirm rather than reverse the structural shifts that defined 2025. Shareholder activism remains a feature of the public markets that virtually every issuer must confront, whatever its size, maturity, reputation, or governance profile. So far in 2026, activists have launched more campaigns than they did in the same period last year. They have pressed for more M&A demands, concentrated their activity among a familiar set of well-capitalized hedge funds, and turned their attention toward larger companies and the technology sector. Settlements remain the main path to the boardroom, even though board seats have grown harder to win. This post offers a mid-season assessment in two parts: the key issues that have emerged so far, and the lessons and outlook for the rest of the year. Unless we note otherwise, the figures below come from Deal Point Data and cover identified activist campaigns launched between January 1 and June 1 of each year, at companies with a market capitalization of at least $300 million.
Continue Reading Shareholder Activism Approaching the 2026 Midpoint: Trends, Lessons, and What to Expect for the Rest of the SeasonRule 14a-8 Litigation Update: District Courts Weigh in on Shareholder Proposal Exclusions
Three federal district courts have issued the first substantive Rule 14a-8 rulings of the season with mixed results: two courts denied shareholder requests for injunctive relief, and one granted relief subject to a $20,000 bond. As a practical matter, two companies will file their 2026 proxies without the challenged proposals, while the third will include the proposal. None of the three, however, is a final merits decision; each reflects a court’s likelihood-of-success forecast, not a definitive ruling on excludability. Notably, all three decisions turned on Rule 14a-8(i)(7), the “ordinary business” basis, described by one court as a “perplexing” issue and by two courts as the “most perplexing” substantive exclusion ground. This alert walks through what the courts said, what they did not say, and what the rulings suggest for issuers still navigating exclusion decisions.
Continue Reading Rule 14a-8 Litigation Update: District Courts Weigh in on Shareholder Proposal ExclusionsCybersecurity in the Age of Cyber Warfare: Governance Reminders for Public Company Boards
Just a few days ago, a state-linked hacking group claimed responsibility for a disruptive cyberattack on a Fortune 500 medical technology company with no ransom demand and no negotiation, calling it retaliation for a U.S. military strike. The risk of this type of politically-motivated cyberattack may increase given the increasingly volatile geopolitical environment. To combat this, the President recently signed an executive order targeting cybercrime carried out by transnational criminal organizations, aimed at improving federal coordination in combatting cybercrime. Now is an important time for boards and management teams to focus on crisis and risk management, including durable operational resilience planning. This alert provides perspectives about current best practices on incident preparedness in the face of such threats, explains how this preparedness can be supplemented by an operational resilience framework, discusses the practical implications of the executive order, and lays out a governance hygiene checklist to guide your next cybersecurity oversight discussion.
Continue Reading Cybersecurity in the Age of Cyber Warfare: Governance Reminders for Public Company BoardsReframing Board Diversity Disclosure in 2026 Proxy Statements
Board diversity disclosure is undergoing a meaningful recalibration. After years of increasing pressure by shareholders and other stakeholders to increase the number of women and underrepresented minorities on boards and provide robust disclosure of board demographic information, the framework is now shifting. Following the U.S. Court of Appeals Fifth Circuit’s December 2024 decision to strike down the rule requiring Nasdaq-listed companies to include board diversity disclosure in their proxy statements, the Trump Administration’s targeting of DEI programs, and the related pullback from the major proxy advisory firms and institutional investors in their stewardship principles and voting guidelines, companies are now re-assessing how they define and describe the diversity of directors serving on their boards in their proxy statements. While companies continue to emphasize that their boards include directors with diverse skills, backgrounds, experiences and viewpoints, proxy statement disclosure increasingly frames diversity in broader terms instead of focusing primarily on protected classes.
Continue Reading Reframing Board Diversity Disclosure in 2026 Proxy StatementsSEC Announces Changes to Rule 14a-8 No-Action Letter Process
The SEC’s Division of Corporation Finance just announced that it will largely step back from the shareholder proposal no-action letter process for the current proxy season (October 1, 2025 – September 30, 2026). The Division cited three reasons: resource constraints following the recent government shutdown, a high volume of registration statements competing for staff attention, and the extensive existing body of guidance already available to companies and proponents. The announcement aligns with the deregulatory approach we flagged in September when discussing potential reforms to the shareholder proposal process under the current SEC.
Continue Reading SEC Announces Changes to Rule 14a-8 No-Action Letter ProcessApplying A Retail Voting Program in Practice
This article was authored by J.T. Ho and Helena K. Grannis from Cleary Gottlieb & Kyle Pinder from Morris, Nichols, Arsht & Tunnell LLP.
On September 15, 2025, the Office of Mergers and Acquisitions of the SEC’s Division of Corporation Finance permitted a novel approach to increase retail shareholder voting when it granted a no action letter request from Exxon Mobil Corporation.
Continue Reading Applying A Retail Voting Program in Practice