The week in GRC: SEC sued over 14a-8 changes as BP climate investors set deadline for shareholder resolution

This week’s governance, compliance and risk-management stories from around the web

– Two related lawsuits have been filed against SEC, challenging recent policy shifts that critics say weaken shareholder rights and corporate accountability.

According to Dow Jones (paywall), investor advocacy groups allege the SEC has effectively ‘silenced’ shareholders by scaling back its long-standing role in reviewing disputes over investor proposals. Traditionally, the agency helped determine whether companies could exclude shareholder resolutions from proxy ballots. However, a 2025 policy change to regulation 14a-8 allows firms to omit proposals with minimal SEC oversight, relying largely on companies’ own justifications.

Plaintiffs argue this retreat enables corporations to block proposals, often tied to ESG issues, without independent scrutiny, undermining what they say is a core mechanism of corporate democracy.

The SEC has defended the shift as a response to resource constraints and procedural burdens.

– Climate-focused investors have escalated pressure on BP, warning they will pursue legal action if the company fails to include a shareholder resolution at its upcoming annual meeting.

As reported by Reuters (paywall), the activist group Follow This has given BP until April 1 to add the proposal to its agenda. The resolution calls on the company to disclose how it will sustain shareholder value under scenarios of declining oil and gas demand.

BP previously rejected the proposal, arguing it did not meet legal requirements. Investors contend the move undermines shareholder rights and transparency, particularly as the company shifts strategy back toward fossil fuel investments.

– A US jury has found Meta Platforms and Google liable for damages in a landmark social media addiction case, as reported by Bloomberg (paywall).

The Los Angeles verdict awarded damages to a 20-year-old woman who argued that prolonged use of Instagram and YouTube from childhood contributed to mental health issues, including anxiety and depression. Jurors concluded the companies were negligent in designing addictive features, assigning a larger share of responsibility to Meta.

The ruling, which will see the two companies pay $6 mn to the plaintiff, is among the first to bypass traditional legal protections for online platforms by focusing on product design rather than user-generated content.

Legal experts say the case could open the door to thousands of similar lawsuits and force changes to core features such as recommendation algorithms. Both companies plan to appeal, warning of broader implications for the tech industry.

– A California jury has found Elon Musk liable for defrauding shareholders of Twitter during his $44bn takeover bid in 2022, as reported by The Financial Times (paywall).

Jurors in San Francisco sided with investors who argued they suffered losses after Musk posted ‘misleading statements’ on the platform, including claims that the deal was ‘on hold’ pending verification of spam accounts. Those comments contributed to a sharp drop in Twitter’s share price, prompting some shareholders to sell at a loss.

The lawsuit centered on whether Musk, who had already signed a binding agreement, misrepresented the status of the deal in an attempt to renegotiate terms. While jurors found his statements misleading, they stopped short of ruling that he carried out a broader fraudulent scheme.

Damages will be determined later. The ruling follows Musk’s eventual completion of the acquisition at the original price after legal action forced the deal through.

– Activist hedge fund Elliott Investment Management has built a multibillion-dollar stake in chip-design software group Synopsys.

According to The Wall Street Journal (paywall), Elliott plans to engage with Synopsys to improve profitability and get more value from its software and services, which are used by major technology companies including Intel, Alphabet and Tesla.

Synopsys, valued at more than $80 bn, plays a key role in the semiconductor ecosystem, particularly as AI drives growing complexity in chip design. Despite strong industry demand, the company’s shares have fallen behind peers and broader semiconductor indices.

– Warner Bros Discovery shareholders will vote on April 23 on the proposed $110 bn merger with Paramount Skydance, according to Reuters.

The vote is a key hurdle for the transaction, which would combine major film studios, television networks and streaming platforms under one entity. Approval from investors would advance the deal, though it still faces scrutiny from US and European antitrust regulators concerned about competition and pricing.

Paramount has sought to incentivize a swift closing by offering shareholders a quarterly ‘ticking fee’ of $0.25 per share if the deal is delayed beyond agreed timelines.

While some analysts suggest the deal could face a smoother regulatory path, US officials have stressed it will not receive preferential treatment.

Regulatory & Compliance
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