Exxon Says It’s Illegal to Allow Its Shareholders to Vote Against Management
Exxon Mobil secured an SEC no‑action letter for a voluntary retail voting program that automatically casts proxy votes in favor of its board. The New York City Comptroller, on behalf of the city police pension fund, filed a shareholder proposal demanding the program be expanded to include an "against management" option. Exxon opposes the amendment, claiming it violates proxy regulations and the board’s fiduciary duties. The dispute highlights a clash between corporate entrenchment tactics and shareholder‑rights advocates seeking broader voting flexibility.
Shareholder Proposal Survey – Results Up
The Weinberg Center has published the results of its recent survey of law professors on shareholder proposals, now available on SSRN. The data show a notable shift toward greater academic endorsement of ESG‑related proposals and calls for more transparent voting...
They Might Have Been Like Cain and Abel
A Maryland district court dismissed a 10(b) securities fraud suit against former iLearnEngines (iLE) officers, finding plaintiffs failed to prove the AI firm’s partnership with Experion Technologies qualified as a related party. The case stemmed from a Hindenburg report that...
We’ve Quips and Quibbles Heard in Flocks
Southwest Airlines adopted a Texas‑mandated bylaw requiring a 3% shareholder stake to bring derivative actions. An investor with only 100 shares sued, claiming directors breached fiduciary duties after abandoning the “Bags Fly Free” policy under Elliott pressure. The federal court...
Since I’ve Been Posting About 14a-8 Lawsuits
A company recently filed a Rule 14a-8 lawsuit defense by contesting service of process, aiming to prevent its inclusion in the shareholder class action. The objection centers on the proposed court address and timeline, suggesting procedural flaws. By challenging service,...
The Coming SPV-Pocalypse
Special purpose vehicles (SPVs) are increasingly used to invest in private companies, allowing investors to sidestep disclosure requirements and often layering high fees and opaque valuations. Recent Bloomberg coverage and two Delaware lawsuits expose fraud risks and the difficulty of...
Pershing Square IPO – Nevada
Pershing Square filed an S‑1 to raise between $5 billion and $10 billion, converting from a private vehicle into a Nevada corporation before the registration becomes effective. The filing highlights Nevada’s recent statutory changes, including a bench‑trial election and a narrow controlling‑stockholder...
Whither 122(18)?
In late January, VC Zurn denied a temporary restraining order seeking to block the Fifth Third‑Comerica merger, rejecting the plaintiff’s claims under both Unocal fiduciary standards and Delaware General Corporation Law §141(a). The plaintiff contended that the merger’s “no‑shop” provisions violated...
February 2026 Reincorporation Update
The February 2026 reincorporation update adds seven new filings, expanding the list of companies shifting their legal domicile. Notable moves include Datadog’s transfer from Delaware to Nevada, boosting Nevada’s market‑cap share to roughly $44 billion, and ArcBest’s relocation to Texas with...
Dividend Distinctions and Proxy Descriptions
Several recent proxy statements claim that moving a corporation from Nevada to Delaware provides greater dividend‑distribution flexibility. A detailed comparison of Nevada’s NRS 78.288 and Delaware’s statutory and case‑law framework shows Nevada already allows broad dividend authority, especially when articles of...
