CCRcorp Sites  

The CCRcorp Network unlocks access to a world of insights, research, guides and information in a range of specialty areas.

Our Sites

TheCorporateCounsel

TheCorporateCounsel.net

A basis for research and practical guidance focusing on federal securities laws, compliance & corporate governance.

DealLawyers

DealLawyers.com

An educational service that provides practical guidance on legal issues involving public and private mergers & acquisitions, joint ventures, private equity – and much more.

CompensationStandards

CompensationStandards.com

The “one stop” resource for information about responsible executive compensation practices & disclosure.

Section16.net

Section16.net

Widely recognized as the premier online research platform providing practical guidance on issues involving Section 16 of the Securities Exchange Act of 1934 and all of its related rules.

PracticalESG

PracticalESG.com

Keeping you in-the-know on environmental, social and governance developments

The House Financial Services Committee wrapped up its “ESG month” hearings that attempted to deter companies from adopting ESG practices. Recently, Cooley published a memo on ESG month developments – specifically attempts to target reform in the shareholder proposal process, which is frequently used to advance ESG causes.

The committee put forward six bills aimed at reforming the shareholder proposal process in order to make it harder for investors to bring votes on key ESG issues. The memo summarizes them as follows:

“At least six of those bills related to the shareholder proposal process, including one to authorize the exclusion of shareholder proposals from proxy materials if the subject matter is environmental, social or political; one to clarify that an issuer may exclude a shareholder proposal under Rule 14a-8(i) without regard to whether it relates to a significant social policy issue; and one to amend the Exchange Act to prohibit the SEC from compelling the inclusion of shareholder proposals or any discussion related to a shareholder proposal in proxy materials altogether.  (Of course, it’s unlikely that any of these bills would be viable in the Senate or signed by the President.)”

While these bills are unlikely to have any practical impact in the current political environment, they offer insight into the strategies the anti-ESG movement plans to pursue if the political tides change. The memo also notes that SEC commissioner Mark Uyeda appears in sync with the House Committee’s thinking on shareholder proposal reform. Depending on the outcome of the 2024 elections, political forces may pose viable threats to the current shareholder proposal process.  

Back to all blogs

The Editor

Zachary Barlow is a licensed attorney. He earned his JD from the University of Mississippi and has a bachelor’s in Public Policy Leadership. He practiced law at a mid-size firm and handled a wide variety of cases. During this time he assisted in overseeing compliance of a public entity and litigated contract disputes, gaining experience both in and outside of the courtroom. Zachary currently assists the PracticalESG.com editorial team by providing research and creating content on a spectrum of ESG… View Profile