Topic
Shareholder Activism
382 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…
Truth on the Market
How to Profit From a Cartel Without Joining One
By Eric Fruits
Adam Smith warned that people in the same trade rarely meet without the conversation turning to a scheme to raise prices. Antitrust enforcers on both sides of the Atlantic now…
Public Company Advisory Blog
SEC Issues Section 21(a) Report on Investor Coalitions, “Group” Formation, and Schedule 13G Eligibility
By David Lynn
On October 7, the SEC issued a report of investigation under Section 21(a) of the Exchange Act addressing whether members of Climate Action 100+ (CA100) violated the beneficial ownership reporting…
Across The Board
SEC Investigative Report Addresses Possible Schedule 13D Reporting Obligations Incurred Through Participation in Investor Organizations
By Leslie S. Cruz, Adam D. Kanter, Anna T. Pinedo, Liz Walsh, Jennifer Zepralka
In a somewhat surprising development, on October 7, 2026, the Securities and Exchange Commission’s Division of Enforcement (the “Division”), in consultation with the Division of Corporation Finance, published an investigation…
Thompson Coburn LLP
Thompson Coburn Attorneys Explore How States May Shape the Future of Shareholder Proposals
In a recent Law360 article, Thompson Coburn attorneys Michele Kloeppel, Sarah Larson, and Christian Witte examined the potential impact of the SEC’s proposed rescission of Rule 14a-8 and the role…
The CLS Blue Sky Blog
Shadow SEC Statement No. 16: Retain Rule 14a-8
By Renholding
We oppose rescission of SEC Rule 14a-8. Rule 14a-8 has for 80 years been a useful, congressionally authorized component of the U.S. capital markets, fully compatible with the long-standing dual…
Thompson Coburn LLP
Thompson Coburn Attorneys Examine SEC’s Proposed Overhaul of Shareholder Proposal Rules
In a recent Law360 article, Thompson Coburn attorneys Brent Trame, Nabil Al-Khaled, and Christian Witte examine how recent SEC actions and a proposed rescission of Rule 14a-8 could significantly reshape…
Thompson Coburn LLP
The Changing Landscape of Shareholder Proposals, Part 2: Shareholder Proposals at the State Level
In this two-part series, we explore recent developments in shareholder proposals and the potential future of such proposals. In Part 1, we explored recent developments in the SEC’s approach to…
Business Law Prof Blog
The 14a-8 rescission proposal is here
By Ann Lipton
As expected. Really quick stuff: First, Mike Levin and I did a whole podcast on what would happen if the SEC proposed to rescind 14a-8, and one thing we speculated…
The CLS Blue Sky Blog
Wachtell Lipton Discusses Delaware Chancery’s Caution Against Reading Between the By-Lines
By Renholding
In a significant decision for public companies facing activism, the Delaware Court of Chancery last week held that a board may not reject a director nomination notice based on disclosure…