Capital Markets & Securities Law Watch

The Texas Governor signed a bill that raises the bar for shareholder proposals for Texas corporations. The new law, signed by Governor Abbott on May 19, 2025, has major implications for shareholders of certain Texas corporations and is part of a larger effort to make Texas more business-friendly.

On March 4, 2025, the proxy advisory firm Glass, Lewis & Co. (Glass Lewis) stated in an email to its clients that it will continue to consider the diversity of a company’s board of directors when making voting recommendations with respect to the election or re-election of directors of U.S. companies.

On February 12, 2025, the staff of the Division of Corporation Finance of the Securities and Exchange Commission (SEC) issued Staff Legal Bulletin No. 14M, which provides updated information for public companies and shareholders regarding shareholder proposals pursuant to Rule 14a-8 under the Securities Exchange Act of 1934 and outlines a new approach towards excluding shareholder proposals from a company’s proxy statement. 

On September 23, 2020, the Securities and Exchange Commission (the SEC) voted to adopt amendments modernizing its shareholder proposal rules.