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.
Gibson Dunn’s summary of director education opportunities has been updated as of October 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…
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…
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…
