Topic
Proxy Contests
57 published works
Cleary Securities, Disclosure, and Governance Watch
SEC Climate Action 100+ Report Flags Group Formation and “Passive Investor” Status Risks
By Sebastian Alsheimer, Adam Fleisher, J.T. Ho, Lillian Tsu, Jonathan R. Povilonis, Alexandra Hansen
On October 7, 2026, the SEC issued a report on its investigation of certain Climate Action 100+ (CA100) members’ conduct in connection with the 2021 ExxonMobil proxy contest. While the…
The CLS Blue Sky Blog
Weil Discusses How New SEC Staff Guidance May Ease Constraints on Shareholder Engagement for Schedule 13G Filers
By Martinyerovi
On September 2, 2026, the staff of the SEC’s Division of Corporation Finance issued three new interpretations addressing when a shareholder reporting beneficial ownership on Schedule 13G may engage with…
Sidley Austin Blog
How Three Years of the Universal Proxy Card Rules Have Changed Proxy Contests
By Eric S. Goodwin, Kai H.E. Liekefett, Derek Zaba
On September 1, 2022, the SEC universal proxy card (UPC) rules took effect, allowing shareholders to freely “mix and match” from among management and dissident nominees in contested director elections.…
The CLS Blue Sky Blog
Contests Under Universal Proxy Rules Have Produced Mixed Results
By Sean Donahue, Eduardo Gallardo, Sahand Moarefy
There have been 12 proxy contests that have gone to a vote under the SEC’s universal proxy rules, which became effective on September 1, 2022. A review of these contests…
Across The Board
Beware the Draconian Advance Notice Bylaw
By Lawrence Cunningham (Contributor)
As boards and shareholders plan and pursue proxy contests, one board defense appears to be off the battlefield: the Draconian advance notice bylaw, which one company just pulled amid intense…
The CLS Blue Sky Blog
The Second Universal Proxy Card Hits EDGAR
Last month, the first universal proxy card (UPC) hit EDGAR under the new SEC rule. We now have another example, with some interesting tidbits for aficionados and proxy junkies, and…
Free Writings + Perspectives
SEC Staff Universal Proxy Compliance and Disclosure Interpretations
By Anna T. Pinedo, Nicole Veru
On August 25, 2022, the Staff of the Securities and Exchange Commission (SEC) issued three Compliance and Disclosure Interpretations (C&DIs) (see the Proxy Rules and Schedules 14A/14C), 139.01, 139.02 and…
The CLS Blue Sky Blog
Revisiting Corporate Bylaws for the Universal Proxy Era
On August 31, 2022, the universal proxy rules adopted last year by the Securities and Exchange Commission (SEC) will go into effect. The rules require proxy cards distributed by public…
The CLS Blue Sky Blog
Why the SEC’s Proposal for “Modernization of Beneficial Ownership Reporting” Is Flawed
Last February, the Securities and Exchange Commission proposed to “modernize” the reporting of beneficial ownership of a company’s stock under section 13(d) of the 1934 Securities Exchange Act. As I…
The CLS Blue Sky Blog
Universal Proxy Cards and the 67 Percent Solution
The upcoming Universal Proxy Card (UPC) presents activist investors with only one potentially significant new burden: solicit two-thirds of the shares in a proxy contest at a portfolio company. Everything…