On September 16, 2026, the SEC proposed a package of amendments intended to modernize the federal proxy solicitation rules. The proposal targets several paper-era or otherwise outdated requirements whose original rationale has largely been displaced by EDGAR, electronic communication and other changes in market practice, and would simplify annual meeting and proxy production and create flexibility in transaction and meeting calendars. As Commissioner Mark Uyeda stated, “Eliminating duplicative or outdated requirements reduces unnecessary compliance costs for issuers and intermediaries.”
Continue Reading SEC Proposes to Modernize Proxy Solicitation RulesSEC Proposes to Rescind Rule 14a-8 and Amend Rule 14a-4: What This Means for Issuers
By Sebastian Alsheimer, Synne D. Chapman, Helena K. Grannis, J.T. Ho, Francesca Odell, Lillian Tsu, Shuangjun Wang, Julie Rong & Bobby Bee on
On September 16, 2026, the SEC issued its much-anticipated proposal to rescind Rule 14a-8 under the Securities Exchange Act of 1934 (the Exchange Act), the shareholder proposal rule, in its entirety. If adopted, the proposal would eliminate the federal framework governing when an issuer must include a shareholder proposal in its proxy materials. Instead, state law and, where permitted by state law, an issuer’s governing documents would determine whether and when shareholder proposals must be included.
Continue Reading SEC Proposes to Rescind Rule 14a-8 and Amend Rule 14a-4: What This Means for IssuersSEC Further Modifies Its Rule 14a-8 Response Process
By Synne D. Chapman, Helena K. Grannis, J.T. Ho, Abena Mainoo, Francesca Odell, Lillian Tsu, Shuangjun Wang, Afrah Tahir & Bobby Bee on
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 ProcessSEC Proposes to Rescind Its Climate Disclosure Rules
By Helena K. Grannis, Shuangjun Wang & Bobby Bee on
On May 29, 2026, the SEC formally proposed to rescind its 2024 climate disclosure rules in full. The Commission adopted those rules on March 6, 2024, and they would have reached nearly every public company, mandating detailed disclosure about greenhouse gas emissions, the management of climate-related risks, and the financial statement effects of severe weather events. But the rules never took effect. Soon after the SEC adopted them, legal challenges arose that have put them on hold ever since.
Continue Reading SEC Proposes to Rescind Its Climate Disclosure RulesSelected Issues for Boards of Directors in 2026
By Cleary Gottlieb on
Posted in AI, Antitrust, Boards of Directors, Case Law Developments, Corporate Governance, Corporate Law, Cybersecurity, Delaware Law, Disclosure and Reporting, Economic Sanctions and Foreign Investments, Enforcement, ERISA, ESG, Executive Compensation, Intellectual Property, Merger Litigation, Private Equity, Proxy Rules, Proxy Season, Restructurings, SEC and/or Securities Laws, SEC Guidance, Shareholder Activism, Tax
2026 promises to be a year that will demand both agility and strategic foresight from boards of directors and management as they navigate unprecedented challenges.
Drawing on insights from colleagues across Cleary Gottlieb’s global offices, our 2026 edition of Selected Issues for Boards of Directors examines the critical issues that dominated boardroom discussions in 2025 and identifies the emerging trends that will shape board agendas in the year ahead.
Continue Reading Selected Issues for Boards of Directors in 2026California Climate Rules: What To Do Pending the Ninth Circuit’s Injunction
By Helena K. Grannis & Shuangjun Wang on
On November 19, 2025, the California Air Resources Board (“CARB”) held a third working group session to present its implementing regulation proposals for SB 261 and SB 253. Shortly after the session started, the Ninth Circuit published an order that granted an injunction against the enforcement of SB 261, pending the ongoing appeal.
Continue Reading California Climate Rules: What To Do Pending the Ninth Circuit’s InjunctionShareholder Engagement Considerations in light of Texas v. Blackrock
By Helena K. Grannis, Joseph M. Kay & Shuangjun Wang on
Posted in Blog Post, Corporate Governance, Corporate Law, Disclosure and Reporting, Enforcement, ESG
On Friday, the Court in Texas v. Blackrock issued an opinion largely denying defendants’ motion to dismiss, which allows a coalition of States to proceed with claims that BlackRock, State Street, and Vanguard conspired to violate the antitrust laws by pressuring publicly traded coal companies to reduce output in connection with the investment firms’ ESG commitments. The Court found that the States plausibly alleged that defendants coordinated with one another, relying on allegations that they joined climate initiatives, made parallel public commitments, engaged with management of the public coal companies, and aligned proxy voting on disclosure issues. It is worth noting that, while the court viewed BlackRock’s, State Street’s, and Vanguard’s participation in Climate Action 100+ and NZAM as increasing the plausibility of the claim in favor of denying the motion to dismiss, the Court clarified that it was not opining that the parties conspired at Climate Action 100+ or NZAM.
Continue Reading Shareholder Engagement Considerations in light of Texas v. BlackrockSelected Issues for Boards of Directors in 2025
By Cleary Gottlieb on
Posted in AI, Antitrust, Boards of Directors, Corporate Governance, Corporate Law, Cybersecurity, Delaware Law, Disclosure and Reporting, Economic Sanctions and Foreign Investments, Enforcement, ERISA, ESG, Executive Compensation, Private Equity, SEC and/or Securities Laws, SEC Guidance, Shareholder Activism, Tax
2025 promises to be another turbulent year for boards of directors. On the heels of a historically unprecedented election, companies are still ramping up compliance with the ambitious agenda of the outgoing administration while simultaneously bracing for the changes promised by the next one. Against that backdrop, colleagues from across Cleary’s offices have zeroed-in on the impact of the issues that boards of directors and senior management of public companies have faced in the past year, as well as on what can be anticipated in the year to come.
Continue Reading Selected Issues for Boards of Directors in 2025District Court Holds Missouri’s “Anti-ESG” Rules are Preempted by Federal Law, Violate First Amendment, and are Unconstitutionally Vague[1]
On August 14, 2024, the U.S. District Court for the Western District of Missouri (the “District Court”) issued a decision ordering a permanent injunction against rules promulgated by the Missouri Securities Division, colloquially referred to as Missouri’s “Anti-ESG” Rules, requiring that broker dealers and investment advisers disclose to and obtain written consent from customers if their investment decisions or advice “incorporate[] a social objective or other nonfinancial objective” (the “Rules”). The District Court held the Rules were preempted by both the National Securities Markets Improvement Act of 1996 (“NSMIA”) and the Employment Retirement Income Security Act of 1974 (“ERISA”). The District Court also held the Rules violated the First Amendment’s protection against compelled speech and were unconstitutionally vague. The decision highlights the limits of U.S. state power in policing the social objectives broker dealers and investment advisers incorporate into their practice and, if not overturned on appeal, suggests that broker dealers and investment advisers may face less legislative pushback, at least at the state level, in pursuing environmental, social, and governance (“ESG”) objectives in the future.
Continue Reading District Court Holds Missouri’s “Anti-ESG” Rules are Preempted by Federal Law, Violate First Amendment, and are Unconstitutionally Vague[1]SEC’s Final Climate-Related Disclosure Rules: A Closer Look at the Climate Note to Audited Financial Statements
On March 6, 2024, the U.S. Securities and Exchange Commission approved in a 3-2 vote final rules that require most reporting companies to provide certain climate-related information in their registration statements and annual reports filed with the SEC. This memorandum summarizes a portion of the final rules, the amendments to Regulation S-X, as amended (Regulation S-X), under the Securities Act of 1933, as amended (the Securities Act), and the Securities Exchange Act of 1934, as amended (the Exchange Act), that require a new footnote in audited financial statements, analyzes some of the key challenges these requirements may impose and concludes with some general takeaways. This memorandum does not address the GHG emissions and attestation report disclosure requirements or the governance, business, risk and targets disclosure requirements set forth in the final rules’ amendments to Regulation S-K, as amended (Regulation S-K), under the Securities Act and Exchange Act.
Continue Reading SEC’s Final Climate-Related Disclosure Rules: A Closer Look at the Climate Note to Audited Financial Statements