The 2025 proxy season saw significant developments with respect to proposals calling on companies to disclose information about their political contribution activity and lobbying activity, including an increase in support for political contribution proposals. That stronger support, particularly against the backdrop of reduced support for socially-oriented shareholder proposals, may lead
Continue Reading Is a Political Law Shareholder Proposal Under Your Tree? Strategies for Responding in the New Year
Matthew Franker
Matt Franker has over 20 years of experience advising public and private companies, underwriters, and boards of directors in capital markets offerings, securities disclosure and financial reporting, including disclosures relating to non-GAAP financial measures, accounting for business combinations and other technical accounting issues, corporate governance and ESG matters, mergers and acquisitions, and general corporate issues.
Matt has an extensive securities advisory practice focused on assisting public companies in the wide variety of disclosure, corporate governance, and compliance matters that they face. Matt also has significant capital markets experience advising companies and underwriters on registered and exempt offerings of common and preferred equity securities and investment grade, high-yield, convertible, secured and subordinated debt securities, exchange offers, debt tender offers, and consent solicitations. Matt has been recognized in Legal 500 for his work on capital markets transactions.
Prior to joining Covington, Matt served as an attorney-adviser with the U.S. Securities and Exchange Commission's Division of Corporation Finance. While at the SEC, he worked on a wide variety of transactional and securities compliance matters, with an emphasis on the manufacturing, construction, and financial services industries. His experience at the SEC focused on IPOs, secondary offerings, mergers and acquisitions, exchange offers, going-private transactions, PIPEs and private equity financings and evaluating no-action requests to exclude shareholder proposals under Exchange Act Rule 14a-8.
Tips for Responding To Corporate Political Disclosure Shareholder Proposals
The contentious 2020 election cycle, debate over hot-button issues, including the Supreme Court’s 2022 decision in Dobbs v. Jackson Women’s Health Organization, and increased investor focus on ESG matters (as well as criticism of such focus) have led to an increased focus on shareholder proposals requesting disclosure of corporate…
Continue Reading Tips for Responding To Corporate Political Disclosure Shareholder Proposals