The Harvard Law School Forum on Corporate Governance https://corpgov.law.harvard.edu The leading online blog in the fields of corporate governance and financial regulation. Wed, 06 May 2026 11:32:48 +0000 en-US hourly 1 https://wordpress.org/?v=6.5.8 https://corpgov.law.harvard.edu/wp-content/uploads/2024/02/cropped-photography-4-e1706898544564-1-32x32.png Letter in Response to SEC Changes to the Rule 14a-8 Shareholder Proposal Process – The Harvard Law School Forum on Corporate Governance https://corpgov.law.harvard.edu 32 32 Letter in Response to SEC Changes to the Rule 14a-8 Shareholder Proposal Process https://corpgov.law.harvard.edu/2026/01/23/letter-in-response-to-sec-changes-to-the-rule-14a-8-shareholder-proposal-process/?utm_source=rss&utm_medium=rss&utm_campaign=letter-in-response-to-sec-changes-to-the-rule-14a-8-shareholder-proposal-process https://corpgov.law.harvard.edu/2026/01/23/letter-in-response-to-sec-changes-to-the-rule-14a-8-shareholder-proposal-process/#respond Fri, 23 Jan 2026 12:31:46 +0000 https://corpgov.law.harvard.edu/?p=178773?d=20260122162611EST Posted by Jen Sisson and Severine Neervoort, ICGN, on Friday, January 23, 2026
Editor's Note:

Jen Sisson is the CEO and Severine Neervoort is the Global Policy Director at ICGN. This post is based on their letter to the Chairman of the SEC, Paul Atkins.

The International Corporate Governance Network (ICGN) would like to offer its perspective on the SEC Division of Corporation Finance statement, published on November 17, 2025, regarding no-action requests under Rule 14a-8.1

Led by investors responsible for assets under management of over US$ 90 trillion, ICGN promotes high standards of corporate governance globally. Our members – both asset owners and asset managers – have significant exposure to the U.S. market. We are deeply concerned by the Division of Corporation Finance’s announcement that it will not substantively respond to most Rule 14a-8 no-action requests for the 2025–2026 proxy season.

We are concerned that the narrowing of shareholder proposal rights appears part of a broader shift that reduces the avenues through which investors can engage with portfolio companies – compounded by recent changes to interpretations of Section 13D and 13G. Taken together, these developments risk adding tensions between company owners and management, and diminish investor confidence in U.S. corporate governance standards and thereby weaken the appeal of U.S. capital markets globally.

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