As Liz noted this week on the Proxy Season Blog, we’re dealing with a number of wildcards going into the 2026 proxy season, and many of them have to do with shareholder proposals. How are proponents responding to recent developments, and how are companies? If you’re grappling with these questions, John just hosted a new, 30-minute Timely Takes Podcast you won’t want to miss. He chatted with Kyle Pinder of Morris Nichols and Brad Goldberg of Cooley about:

1. Status of precatory proposals under Delaware law
2. Points of differentiation between Exchange Act Rule 14a-8 and Delaware law
3. Legal opinion challenges for excluding precatory proposals under Rule 14a-8(i)(1)
4. Implications of a conclusion that shareholders lack an inherent right to make precatory proposals for activism
5. Considerations in adoption bylaws regulating precatory proposals
6. How some are misreading Kyle Pinder’s article

As always, if you have insights on a securities law, capital markets or corporate governance issue, trend or development that you’d like to share in a podcast, we’d love to hear from you. You can email me and/or John at mervine@ccrcorp.com or john@thecorporatecounsel.net.

– Meredith Ervine