The John L. Weinberg Center for Corporate Governance seeks to gather normative views of law professors on the federal shareholder proposal system long administered via the U.S. Securities and Exchange Commission (SEC) under its Rule 14a-8.
The survey questions concern the normative design and scope of shareholder proposals, independent of current political debates, enforcement priorities, or transitional conditions. Please answer as a scholar: what the system should be, not necessarily what it is.
For clarity, please keep the following definitions in mind:
"Shareholder proposal" and "proposal" mean a proposal submitted by a shareholder or shareholder group for inclusion in a company’s proxy materials under Rule 14a-8. This survey does not address management proposals, proxy access nominations, or shareholder proposals made on the floor of meetings.
"Company" and "issuer" refer to a public company subject to U.S. federal proxy rules.
"Proponent" means the shareholder or shareholder group submitting a proposal.
"No-action process" refers to requests made to the SEC’s Division of Corporation Finance, and related staff responses.
"Proxy season" refers to the annual meeting cycle, generally measured by calendar year.
Thank you for contributing!