Timely Takes Podcast: Kyle Pinder & Brad Goldberg on Precatory Shareholder Proposals

Kyle Pinder is a partner of Morris Nichols, where he provides Delaware law advice on matters of corporate governance and transactions involving publicly traded, as well as privately held, corporations. Brad Goldberg is a partner of Cooley and is co-head of the firm's corporate governance and securities regulation practice. Kyle and Brad joined me to discuss Kyle's recent article on the status of precatory shareholder proposals under Delaware law.

Topics covered:

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

Article: The Non-Binding Bind: Reframing Precatory Stockholder Proposals under Delaware Law

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The views set forth in the podcast are the speaker's personal views and do not necessarily reflect those of their firm, company, institution, other organizations, or any of the clients with which they are associated.