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

Corporate political disclosure activists this week launched a new tactic in their fight to pressure companies to publicly disclose information about their political and lobbying activities.

For more than a decade, public pension funds and others have aggressively pushed shareholder resolutions that call on public companies to self-disclose information about…
Continue Reading Corporate Political Disclosure Fight Shifts to Mutual Funds

Covington has recently learned that, for the first time ever, the CPA-Zicklin Index, which ranks companies’ political disclosure practices, plans to issue rankings for all 500 companies in the S&P 500 Index.  This is a significant expansion of the Index, which will impact many public companies that have not previously…
Continue Reading CPA-Zicklin Index for 2015 Expected To Rank Entire S&P 500

A coalition of 60 investors, led by the AFSCME Employees Pension Plan and Walden Asset Management, recently announced that they have submitted shareholder proposals seeking additional disclosures regarding political spending and lobbying activities. This announcement reflects a continuing desire among these groups to obtain additional disclosures from public companies regarding…
Continue Reading Activist Investors Announce Submission of Political Spending Shareholder Proposals to 48 Companies

This year has not been a great one for activists seeking to force corporations to increase disclosure of their political activities.  According to the Manhattan Institute’s Center for Legal Policy, average shareholder support for proposals related to political spending or lobbying declined again this year, from 22 percent to 20…
Continue Reading Shareholders Try New Tactic in Corporate Political Disclosure Fight

If there was an award for “political law issue of the year,” corporate political disclosure would be a front-runner.  About a year ago, the Securities & Exchange Commission (“SEC”) asked the Office of Information and Regulatory Affairs (“OIRA”)—housed within the Office of Management and Budget as part of the Executive…
Continue Reading SEC Takes a Pass on Corporate Political Disclosure, But Other Fronts Remain

Earlier this week, activist investors attempted to push through a shareholder resolution barring Chevron from using corporate funds for political activities.  The resolution called for the board of directors to “adopt a policy to refrain from using corporate funds to influence any political election.”  If passed, it would have prohibited…
Continue Reading Chevron Shareholder Resolution Attempting to Bar Corporate Political Activity Resoundingly Defeated

Political spending proposals were among the most common shareholder proposal topics in 2012, with more than 90 political spending proposals being submitted to S&P 500 companies (only 56 were voted upon). Despite the significant number of such proposals submitted in 2012, political spending proposals did not fare well with shareholders,…
Continue Reading Shareholder Proposals on Corporate Political Spending are Common, but not Popular

The Conference Board has issued an interesting report on “Corporate Political Spending.”  The report addresses an increasingly high-profile issue for politically active public companies: demands from shareholders and interest groups that corporations publicly disclose all of their political and lobbying activities.  Much disclosure is already required, of course, by federal,…
Continue Reading Shareholder Demands for Corporate Political Disclosure

One issue that confronted many public companies this year was how to respond when they received multiple shareholder proposals relating to political contributions and lobbying matters. One approach that some companies have turned to relies on Rule 14a-8(i)(11) under the Securities Exchange Act of 1934, which allows a company to…
Continue Reading SEC Staff Takes the Position that Political Spending Proposals Are Substantially Identical to Lobbying Proposals