On November 9, 2026, the Council of the Corporation Law Section of the Delaware State Bar Association released a white paper and draft legislation for discussion that would establish a state corporate law regime to address stockholder proposals if the SEC rescinds Rule 14a-8. The draft legislation sets forth proposed text for a new Section 214 of the Delaware General Corporation Law that would for the first time provide stockholders of Delaware companies a carefully prescribed state law statutory right to submit precatory (non-binding) proposals at annual meetings and have those proposals included in the company’s proxy materials.
In lieu of registration and the regulatory framework that would otherwise apply, the SEC has substituted a prescriptive disclosure, transparency, and recordkeeping regime for trading tokenized securities. On September 17, 2026, the SEC issued a five-year exemptive order, which it calls the “Innovation Exemption,” to enable on-chain trading of tokenized National Market System (NMS) stocks…
Two days after the SEC proposed to rescind Rule 14a-8, the Council of the Corporation Law Section of the Delaware State Bar Association announced that it is folding the potential repeal into its annual review of Delaware’s corporate statutes — the first formal signal that the state law framework for shareholder proposals may be revisited.
The SEC seeks to eliminate the Rule 14a-8 shareholder proposal framework, reform the voting framework applicable to shareholder proposals submitted under state law, and modernize several aspects of the proxy solicitation process. On September 16, 2026, the Securities and Exchange Commission (SEC) issued two rule proposals[1] — one addressing the shareholder proposal rules (the Rule 14a-8…
We are pleased to provide you with Gibson Dunn’s ESG Risk, Litigation, and Reporting update covering the following key developments during August 2026. Please click on the links below for further details. I. GLOBAL United Nations Environment Programme report concludes that exceeding 1.5°C warming is unavoidable and identifies an “overshoot, peak and decline” pathway On September…
The first comprehensive overhaul of the federal transfer agent rules in four decades would align transfer agent operations with the current T+1 standard settlement cycle, accommodate electronic and blockchain-based recordkeeping, and impose new gatekeeping duties on transfer agents in unregistered securities transactions. Practical takeaways and implications for capital markets participants are set forth at the…
The new CFIs (103.13, 103.14 and 103.15) address whether certain forms of shareholder engagement are consistent with the requirement under Exchange Act Rules 13d-1(b) and 13d-1(c) that a Schedule 13G filer certify that the subject securities “were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer.” ,,, The new guidance, which arrives at the start of the fall engagement season, may help restore some of the dialogue between issuers and shareholders that has diminished over the past two proxy seasons.
