Start Date: 11/4/2025 12:00 PM EST
End Date: 11/4/2025 12:30 PM EST
In an October 9 keynote address at the 25th anniversary gala for the University of Delaware’s Weinberg Center for Corporate Governance, SEC Chair Paul Atkins suggested that companies may be able to argue shareholder proposals are excludable based on the state laws where they’re domiciled. If a state a company is domiciled in has its own shareholder proposal regulations, Atkins suggested the company may be able to argue in its no-action request to the SEC staff that the proposal is excludable under that state’s law. For example, Atkins pointed to a recent paper by Kyle Pinder, that argued that Delaware’s state laws do not give shareholders the inherent right to bring non-binding proposals. The SEC Chair also pointed to a recently enacted Texas state law, Senate Bill 1057, that would increase the ownership thresholds a shareholder would need to meet to bring forward a shareholder proposal.
This webinar featured Erik Gerding, capital markets partner at Freshfields and former director of the SEC’s Division of Corporation Finance, and Kyle A Pinder, partner, corporate counseling & commercial transactions, at Morris Nichols Arsht & Tunell. The webinar included a Q&A session moderated by CII’s General Counsel Jeff Mahoney.
CII members may login and visit the past events page to access a recording of this webinar.
