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ARTICLE · 14 JULY 2023

Shareholder Proposals, Index Fund Voting, Proxy Advisors

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Today, Mayer Brown's Larry Cunningham provided testimony to the House Financial Services Committee on shareholder proposals and related issues.

United StatesFinance and Banking
Lawrence A. Cunningham
Lawrence A. Cunningham
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Today, Mayer Brown's Larry Cunningham provided testimony to the House Financial Services Committee on shareholder proposals and related issues.

Read an excerpt below:

For decades, the SEC's shareholder proposal rule ("Rule 14a-8" under the Securities Exchange Act of 1934) has been used to channel shareholder proposals to align with state corporation laws that vest corporate authority in the board and to filter out those that are illegal, irrelevant, illegitimate, or otherwise inappropriate. First, Rule 14a-8 limits eligibility based on the proposing shareholder's minimum share ownership value and ownership duration. Second, Rule 14a-8 lists reasons companies can exclude a proposal, such as those the fact that it is not a proper subject for shareholder proposals under applicable state corporation law or is irrelevant in relation to the company's size and business. Over the years, with changing socioeconomic settings, amid new regimes of regulatory leadership,

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