This update provides an overview of shareholder proposals submitted to public companies during the 2026 proxy season, including statistics and notable developments from the staff (the Staff) of the Securities and Exchange Commission (the SEC) on noaction requests and exclusion notices submitted under Rule 14a-8(j) (together, exclusion requests).
Companies continue to be required under Rule 14a-8(j) to notify the SEC when they intend to exclude Rule 14a-8 shareholder proposals from their proxy materials.
A quarterly update of high-quality education opportunities for Boards of Directors. Gibson Dunn’s summary of director education opportunities has been updated as of July 2026. A copy is available at this link. Boards of Directors of public and private companies find this a useful resource as they look for high quality education opportunities. This quarter’s update to…
Once a niche corporate form, the Delaware public benefit corporation (PBC) has become an increasingly significant feature of the corporate landscape, having been adopted by a number of prominent companies, including highly valued private issuers and established public companies. Until two days ago, however, the PBC statute had generated almost no case law on what…
The decision provides meaningful guidance on the interaction between Section 144’s new “heightened” presumption—that directors deemed independent under applicable national securities exchange rules are also presumed to be disinterested under Section 144—and Court of Chancery Rule 23.1’s well-established demand-futility standard.
Gibson Dunn’s summary of director education opportunities has been updated as of July 2026. A copy is available at this link. Boards of Directors of public and private companies find this a useful resource as they look for high quality education opportunities. This quarter’s update to the summary of director education opportunities includes a number of…
