Shareholders & Activism

The SEC quietly updates its Compliance and Disclosure Interpretations to roll back a filing that arguably silences the majority of investors As You Sow has led a chorus of critics after the SEC reversed its long-standing practice of allowing smaller shareholders to file Notices of Exempt Solicitation on the SEC’s EDGAR system, calling the move a ‘significant setback for shareholder democracy and informed capital markets.’ This change was carried out via a revision to Question 126.06 of the SEC staff’s Compliance and Disclosure Interpretations (C&DIs) on proxy rules. Andy Behar, CEO of As You Sow, is among the voices criticizing…

Proxy advisor reforms will put more emphasis on board operations In October 2025, Tesla CEO Elon Musk deployed provocative language characterizing proxy advisors as ‘corporate terrorists’ followingISS’s recommendation that shareholders reject his proposed $1 trn compensation package. Musk argued that ISS and Glass Lewis ‘have no actual ownership themselves’ yet effectively control corporate governance outcomes through their recommendations to investors. This identifies a genuine agency problem: proxy advisors bear no economic consequences from their recommendations. JPMorgan Chase CEO Jamie Dimon in his 2024 annual shareholder letter and subsequent public statements, characterized proxy advisors as ‘incompetent’. Dimon cited three fundamental failures:…

This year’s proxy season is likely to provide a level of excitement that would rival any Hollywood script SEC chairman Paul Atkins has ordered the Division of Corporation Finance to carry out acomprehensive review of Regulation S-K, the cornerstone of non-financial disclosure requirements for public company filings in the US. The move, announced January 13, came with a clear focus on cutting through what Atkins described as a growing volume of disclosure that may not meaningfully aid investors. Atkins said that Regulation S-K has expanded substantially since its inception in1982, and that the resulting filings can bury investors in information…

Brian Breheny gives his thoughts on biggest M&A trends of 2025 Governance Intelligence recently presented its18th annual Corporate Governance Awardsat a gala ceremony this past November in New York City. Live from the red carpet, we spoke with several esteemed guests from across the world of GRC, includingBrian Breheny, partnerat Skadden. Brehenytalked to Governance Intelligence about his thoughts on in-house counsel and how they add value to a deal, as well as what he would look for an in a Best Corporate Transaction award entry. The awards celebrate outstanding achievements by the governance profession in areas such as hosting AGMs,…

This week’s governance, compliance and risk-management stories from around the web – Activist investor Elliott Investment Management has quietly built a stake of more than $1 bn in Lululemon Athletica, becoming one of the athletic apparel maker’s largest shareholders, sources told The Wall Street Journal (paywall). The move comes as Lululemon navigates slowing sales and a leadership transition after CEO Calvin McDonald said he would step down in January. Investors have grown concerned about product quality issues, heavy discounting and a loss of brand momentum. Elliott is pushing for change at the company, including backing veteran retail chief Jane Nielsen…

This week’s governance, compliance and risk-management stories from around the web – A union-aligned investor group SOC Investment Group has urged Amazon, Walmart and Alphabet to disclose how President Donald Trump’s immigration policies affect their finances and supply chains, according to letters seen by Reuters (paywall). SOC, which holds small stakes in each company, has asked for details on how they will handle Trump’s proposed $100,000 fee on new H-1B visas, a move that could impede hiring skilled foreign workers – especially in the technology and logistics industries. The group also asked Amazon and Walmart to explain how immigration enforcement,…

Order comes after weeks of rumor that the US administration would formalize scrutiny of proxy vote advisory firms ‘Unbeknownst to many Americans, twoforeign-owned proxy advisors, ISS and Glass Lewis, play a significant role in shaping the policies and priorities of America’s largest companies through the shareholder voting process,’ wroteUS President Donald Trump on Thursday as – after weeks of rumor – he signed an executive ordertargeting the two firms. In it, Trump advises everyone from the SEC to the Federal Trade Commission, the Attorney General, the Secretary of Labor to put a regulatory spotlight on the big two. The rhetoric…

Glass Lewis’ US-led 2026 updates mark a sharper turn toward flexible, investor-driven oversight and stronger shareholder rights Glass Lewis released its 2026 Benchmark Policy Guidelines on December 5, setting out notable changes for its policies for companies in the US, Canada, the UK and continental Europe. The updated guidelines, which apply to shareholder meetings held after 1 January 2026, indicate a shift away from rigid, uniform voting prescriptions and towards one with more customization and sees proxy advisors act more as research providers than as standard setters. This comes weeks after ISS published its 2026 Benchmarking policies, ushering in its…

Retail investors are an expanding block that must be engaged strategically Retail investors are increasingly shaping corporate governance and M&A transactions, driven by accessible financial platforms and a growing willingness to exercise their shareholder voting rights. Unlike institutional investors, who have historically dominated shareholder votes, retail investors represent a dynamic and expanding bloc that companies must engage strategically. This articleexamines the rise of retail investor influence, key drivers of their participation and actionable strategies for corporations to leverage this trend in critical M&A votes. The growing influence of retail investors Retail investors are becoming a pivotal force in US markets.…