Shareholders & Activism

This week’s governance, compliance and risk-management stories from around the web – Proxy advisory firms Glass Lewis and ISS have expanded a coordinated legal challenge against US state laws regulating their voting recommendations, filing new lawsuits targeting Indiana. Both firms argue that Indiana’s House Bill 1273, set to take effect in July 2026, violates First Amendment protections by imposing disclosure requirements only when advisers recommend voting against corporate management. The law would require ‘written financial analysis’ for such recommendations and expose firms to fines and litigation, while potentially applying to advice given globally. Glass Lewis and ISS argue the statute…

A new lawsuit against the insurer is becoming a pivotal test of how far shareholders can push companies on climate risks A recent survey of legal professionals has found that risk, demand and operations have become more complicated for 60 percent of legal department leaders, while an increased rate of risk and demand is accelerating for 87 percent. But according to The Seventh Annual General Counsel Report from FTI Technology and Relativity, rather than triggering a reactive response, this sustained pressure is reshaping how legal leaders operate. The report identifies an ‘unfazed era,’ where general counsel are adapting to constant…

Legislation advancing across US states may restrict the ability of proxy advisors to give independent voting recommendations The 2025 Corporate Governance Awards showcase a governance landscape undergoing rapid and transformative change. Last year’s submissions reveal a clear inflection point as companies confront heightened regulatory scrutiny, accelerating AI adoption and growing stakeholder expectations, pressures that are now reshaping day to day work for governance, risk and compliance professionals. Click here to download the Winners Report >> Across the award categories, common themes emerged that define what effective GRC looks like today. Organizations are embedding AI into board evaluations, compliance programs and…

This week’s governance, compliance and risk-management stories from around the web – Tensions are escalating between BP and investors ahead of its April AGM, as disputes grow over shareholder rights and climate disclosure demands. According to The Wall Street Journal (paywall), the oil company has urged investors to vote against a shareholder resolution calling for more detailed disclosures about how it evaluates investment decisions and manages project costs and value creation. BP argues that the proposal duplicates existing reporting and could complicate its efforts to streamline disclosures as it seeks to rebuild investor confidence after pivoting back toward oil and…

Conservative watchdog says it is challenging what it sees as a growing threat of politicized corporate activity For more than two decades, the National Legal and Policy Center (NLPC) has positioned itself as a prominent conservative watchdog challenging what it sees as the growing politicization of corporate America. As director of the organization’s Corporate Integrity Project – an initiative that uses shareholder proposals and public campaigns to target corporations it believes are adopting excessively progressive policies – Paul Chesser embodies that mission. A former journalist with nearly 25 years in the conservative nonprofit sector, Chesser has led NLPC’s expanded shareholder…

As we settle into 2026, one thing becomes clear: modern proxy statements have evolved from dense compliance filings into strategic shareholder communication tools that shape investor perception, trust and voting outcomes. Click here to download the playbook >> This Playbook highlights how expectations from institutional investors and proxy advisors have intensified, making clarity, structure and visual communication essential components of an effective proxy. Industry voices, including Amanda Thrash of The Williams Companies and Jonathan Kuai of Korn Ferry, emphasize that today’s proxies must balance required disclosures, investor expected information and voluntary narrative to create a complete and credible story about…

The latest decision sets a new benchmark for how long-standing governance arrangements can be challenged Last month, the Delaware Supreme Court unanimously reversed a closely watched Court of Chancery decision involving Moelis & Company and its stockholder agreement. The lower court had invalidated key provisions of that agreement, finding that they improperly restricted the board of directors’ authority under Delaware law. The Supreme Court resolved the case on narrower procedural grounds and did not reach that core governance question. Instead, it held that the challenged provisions were voidable – rather than void – and that the stockholder’s lawsuit was brought…

This week’s governance, compliance and risk-management stories from around the web – The Walt Disney Company has agreed to include three SEC shareholder proposals from anti-ESG proponents in its 2026 AGM materials after previously filing ‘no-action’ requests to exclude them. Disney’s AGM is scheduled for 18 March 2026 and will feature four proposals in total, with three backed by groups such as the National Center for Public Policy Research (NCPPR), National Legal and Policy Center (NLPC) and Bowyer Research. The moves follow the SEC’s decision not to respond to no-action requests during the 2026 proxy season, leaving companies with greater…

Governance experts share their predictions for the upcoming proxy season following the SEC’s pullback around shareholder proposals Among the tumult of 2025 wasa November announcement from the SECstating that it would reduce oversight of shareholder proposal disputes. Blaming ‘current resource and timing considerations following the lengthy government shutdown,’ the regulator said that it would end ‘substantial’ reviews of no-action requests under rule 14a-8, with the change applying to the proxy season running from October 2025 to September 2026 – as well as anything it hadn’t got to before the decision was made. You canread more about the SEC’s decision here.…

This week’s governance, compliance and risk-management stories from around the web – Wells Fargo’s wealth and investment management division has ended its relationship with proxy advisory firm ISS, ahead of the 2026 proxy season. Instead of relying on ISS’s external recommendations on shareholder votes, the bank will now use an internal system powered by its own policies and supported by technology from Broadridge Financial Solutions. As reported by the The Wall Street Journal (paywall), the news comes as conservative lawmakers and business leaders argue that proxy advisory firms overly emphasize social and climate issues, sometimes at odds with corporate boards.…