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Last month, I blogged about Corp Fin’s new CFIs addressing 13G eligibility. This Weil memo summarizes the key takeaways from those CFIs for public companies and 13G institutions:

– Company-initiated engagement is on firmer footing. Because issuer initiation is now an explicit mitigating factor, public companies seeking substantive dialogue with large passive stockholders should consider extending the invitation themselves and documenting that they did so.

– Do not expect a return to 2024. Institutional investors’ engagement protocols were rebuilt around the 2025 guidance. Companies should anticipate that many institutional holders will remain measured in engagement heading into the 2027 proxy season.

– Limited comfort in proxy contests. CFI 103.14 confirms that 13G filers can hear out and share views with both sides of a proxy contest. Companies in contested or potentially contested situations should assume their passive holders are talking to the other side, and calibrate their own solicitation and engagement strategy accordingly.

– Structure the conversation. Agendas and framing still matter. Well-prepared companies will make it easier for their shareholders to stay in the 13G lane.

– Safer ground for 13G investors, within limits. For institutional investors, issuer-initiated meetings, explaining the rationale for a past or upcoming vote, and seeking clarification of a company’s disclosures are now expressly safer ground. Pressuring management, including conditioning voting support on the adoption of specific measures, remains disqualifying, and 13G eligibility continues to turn on all of the facts and circumstances. Investors should consider documenting who initiated each engagement.

If you’re interested in other perspectives on the new CFIs, check out the other memos we’ve posted in our “Schedule 13G” Practice Area.

– John Jenkins