Monthly Archives: September 2026

Season-end Summary of Shareholder Voting on 14a-8 Proposals

Posted by Neil McCarthy, Nicholas Sasso, and Emily Chapman, DragonGC, on
Tuesday, September 1, 2026
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Neil McCarthy is Co-Founder and Chief Product Officer, Nicholas Sasso is a Product Specialist, and Emily Chapman is a Legal AI Architect at DragonGC. This post is based on a DragonGC memorandum by Mr. McCarthy, Mr. Sasso, Ms. Chapman, and Jennifer Dorney, all at DragonGC.

Shareholder Voting

This summary is focused on 14a-8 proposals that were voted on by shareholders during the 2025-2026 season through June 30, 2026.

Voting Analytics 2025/2026

We define the 2025-2026 season as annual shareholder meetings held between July 1, 2025 and June 30, 2026, the 2024-2025 season as meetings held between July 1, 2024 and June 30, 2025, and the 2023-2024 season as meetings held between July 1, 2023 and June 30, 2024.

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Most Supplemental M&A Disclosures Aren’t Material

Posted by Melissa Sawyer, Sullivan & Cromwell, on
Tuesday, September 1, 2026
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Melissa Sawyer is Global Co-Head of M&A at Sullivan & Cromwell LLP.

This article is the sequel to the author’s previous articles entitled Merger Agreements are Too Long and Disclosure Schedules are a Waste of Money.

When transaction parties draft M&A disclosures, they can almost always add more detail.  They have to make judgments about what information would matter to a reasonable stockholder.  Many months of negotiations may get summarized in a “highlight reel” of just a few pages describing the background of the transaction, and many spreadsheets worth of calculations and assumptions underlying financial projections may get presented in a few tables.

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