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. Fri, 29 May 2026 11:32:14 +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 The Impact of SEC Punting – The Harvard Law School Forum on Corporate Governance https://corpgov.law.harvard.edu 32 32 The Impact of SEC Punting https://corpgov.law.harvard.edu/2026/05/27/the-impact-of-sec-punting/?utm_source=rss&utm_medium=rss&utm_campaign=the-impact-of-sec-punting https://corpgov.law.harvard.edu/2026/05/27/the-impact-of-sec-punting/#respond Wed, 27 May 2026 11:31:31 +0000 https://corpgov.law.harvard.edu/?p=181440?d=20260527115701EDT Posted by Anna Toniolo (Harvard Law School), on Wednesday, May 27, 2026
Editor's Note:

Anna Toniolo is a Fellow at the Harvard Law School Program on Corporate Governance and an S.J.D. candidate at Harvard Law School. This post is based on her recent paper.

For decades, the Securities and Exchange Commission (“SEC”) acted as the de facto arbiter of Rule 14a-8 of the Securities Exchange Act of 1934, the federal securities rule governing shareholder proposals. The rule gives shareholders a procedure for proposing ballot items for corporate elections and outlines specific procedural and substantive grounds on which management can lawfully exclude a proposal. The SEC used to referee this process by allowing companies to apply for “no-action” letters that effectively blessed their decisions to exclude proposals from their ballots. But in November 2025, the Commission announced that it would no longer issue such letters, leaving companies to interpret the rules for themselves.

My new paper, The Impact of SEC Punting, compares proposal activity at S&P 1500 companies during the 2025 and 2026 proxy seasons to analyze how companies and shareholders have responded to the SEC’s decision to stop refereeing shareholder proposal disputes.

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