Welcome to a new era in corporate governance—the era of the shareholder and proxy access. What began as a targeted effort by a small number of governance activists is inspiring change.

Stay on top of the impact proxy access is having on the relationship between corporations and shareholders.

For corporate America, proxy season is as familiar a rite of spring as baseball. Yet this year, the playing field seems different. As the authors of a recent Sullivan & Cromwell memo see it, change is in the air. “What began as a targeted effort by a small number of governance activists, supported by some academics, clearly is now a broad movement that is redefining the relationship between public companies and their shareholders.”

In the eyes of such commentators, we are entering a bold new era of corporate governance—the era of the shareholder. Corporations are even beginning to adopt new protocols aimed precisely at fostering communication and collaboration between shareholders and corporate boards. And they’re hoping that by doing so, they’ll take some of the wind out of the sails of shareholder activists, whose presence has been steadily increasing in recent years.

How can Lexis® Securities Mosaic® help?

Use Lexis® Securities Mosaic® to find recent disclosures, rulemaking and administrative guidance, news and commentary related to proxy access and the proxy process.

Disclosure

  • Search and view recent proxy statements. Use the Securities Mosaic® Filings page to find out not only what matters are being submitted for shareholder approval in company proxy statements, but also who is presenting them (including activists shareholders), and how those matters are being presented. Locate proxy statements (form type DEF 14A and variants) to view shareholder proposals as required by Rule 14a-8 of the Securities Exchange Act of 1934.
  • Learn results of proxy voting. Use item-level searching on Form 8-K to target item 5.07: Submission of Matters to a Vote of Security Holders.
  • Track companies’ adoption of proxy access measures. Recently several high-profile companies have taken the step of amending their corporate bylaws in order to ensure proxy access. Use exhibit-level searching (exhibit 3) to find such amendments. You also can look for 8-K disclosure on such amendments by focusing on item 5.03: Amendments to Articles of Incorporation.

Rulemaking and Guidance

  • Get SEC adopting releases relating to the proxy process. Go to our SEC Materials search page and click on Final Rules. Those adopted by the SEC in recent years include Dodd-Frank–mandated measures on facilitating shareholder director nominations and “say on pay.”
  • Pull No-Action Letters on shareholder proposals. The number of SEC No-Action Letters on Exchange Rule 14a-8 has risen sharply over the last few years, and includes high-profile letters such as the recent Whole Foods petition (successful at first, then reconsidered) to exclude proposals because they “directly conflict(ed)” with the company’s similar proposal. Search No-Action Letters alongside other SEC guidance using our SEC Materials search page; or go straight to our No-Action Letters Advanced Search page.
  • Search SEC Comment Letters on proxy statements. The SEC has audited thousands of public company proxy statements over the years, and the resulting correspondence is fully and easily searchable on Securities Mosaic. Use the subject filing filter on our SEC Comment Letters search page.

News and Commentary

  • Stay on top of all things security-related. Get our Daily Securities News in your inbox each morning. Includes SEC updates, corporate and securities news stories from a variety of prominent world news sources, recent law firm memos, market regulation updates, pending securities legislation, SEC enforcement and an SEC Final Rules effective date calendar.
  • See what the top North American law firms are saying. Go to our database of over 100,000 Law Firm Memos and enter relevant keywords (e.g., proxy access, shareholder activism, Rule 14a-8). Get results of your search automatically in your inbox, by setting up a daily alert.
  • See what other influential commentators are saying. Sign up for our daily Securities Mosaic Blogwatch email, which includes opinion and analysis from such well-respected sources as Corporate Counsel.net and the Harvard Law School Forum on Corporate Governance and Financial Regulation. You can also text-search the last six months of content in our Blogwatch archive.