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Delaware Becomes First State to Respond to the Proposed Rescission of Rule 14a-8: Corporation Law Council Releases White Paper and Discussion Draft on Stockholder Proposals

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.