Shareholder Primacy What’s going on at the SEC
Apr 1, 2026
A conversation about recent SEC moves reshaping shareholder proposal rules and how companies now exclude proposals with less SEC oversight. A survey of lawsuits and quick settlements after exclusions. Discussion of limits on EDGAR exempt-solicitation filings and pressure toward mandatory arbitration. Talk about shifts in proxy voting guidance, reporting cadence, and executive compensation disclosure rules.
AI Snips
Chapters
Transcript
Episode notes
Market Will Likely Produce A Risk-Based Equilibrium
- Companies currently include many proposals to avoid litigation, but some are testing limits and excluding others, producing a mixed equilibrium.
- Expect firms to include proposals from actors likely to sue (unions, big funds) and exclude low-probability challengers.
Quick Settlements Follow Exclusion Lawsuits
- Several recent lawsuits arose when companies excluded proposals and plaintiffs sued; many settled quickly rather than face litigation costs.
- Examples: NYC pension sued AT&T over EEO-1 disclosures (settled with disclosure) and PETA sued PepsiCo (settled to include proposal).
Challenge Claims SEC Violated Rulemaking Procedures
- Plaintiffs argue the SEC illegally changed Rule 14a-8 via non-enforcement, potentially violating the Administrative Procedure Act.
- If courts accept this, the SEC could be forced to resume formal adjudication or rulemaking on proposals.