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. Sun, 17 May 2026 11:30:53 +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 From No‑Action to Court Action: Rule 14a‑8 Exclusions Face Legal Scrutiny – The Harvard Law School Forum on Corporate Governance https://corpgov.law.harvard.edu 32 32 From No‑Action to Court Action: Rule 14a‑8 Exclusions Face Legal Scrutiny https://corpgov.law.harvard.edu/2026/04/15/from-no%e2%80%91action-to-court-action-rule-14a%e2%80%918-exclusions-face-legal-scrutiny/?utm_source=rss&utm_medium=rss&utm_campaign=from-no%25e2%2580%2591action-to-court-action-rule-14a%25e2%2580%25918-exclusions-face-legal-scrutiny https://corpgov.law.harvard.edu/2026/04/15/from-no%e2%80%91action-to-court-action-rule-14a%e2%80%918-exclusions-face-legal-scrutiny/#respond Wed, 15 Apr 2026 11:32:14 +0000 https://corpgov.law.harvard.edu/?p=180142?d=20260414164030EDT Posted by Jon Solorzano, Josh Rutenberg, and Randy Thomas, Vinson & Elkins LLP, on Wednesday, April 15, 2026
Editor's Note:

Jon Solorzano is a Partner, and Josh Rutenberg and Randy Thomas are Associates at Vinson & Elkins LLP. This post is based on their Vinson & Elkins memorandum.

It is early yet in the 2026 proxy season, but it has already been an eventful one. The theme for this year might be that while shareholder proposals making it to ballots, particularly on environmental, social and governance (“ESG”) topics are down, litigation is notably up. Litigation has been filed to date against both corporate issuers and even the U.S. Securities and Exchange Commission (the “SEC”), where on March, 19, 2026, the Interfaith Center on Corporate Responsibility (the “Interfaith Center”) and As You Sow, two prominent shareholder activists, filed a lawsuit against the SEC. The proponents assert that the SEC violated the Administrative Procedure Act by allowing companies to exclude shareholder proposals from their annual proxy ballots through informal guidance, rather than a formal notice-and-comment rulemaking period.

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