Shareholder Proposal No Action Requests in the 2020 Proxy Season

Harvard Law School Forum on Corporate Governance

Marc S. Gerber Ryan J. Adams

In October 2019, the Staff of the SEC's Division of Corporation Finance issued guidance regarding companies’ ability to exclude shareholder proposals from their proxy statements by addressing the significance of a proposal through a board analysis. The guidance also discussed the ability to exclude proposals on the basis of micromanagement. The subsequent 2020 proxy season saw a small but potentially meaningful uptick in the number of successful no-action requests containing a board analysis, as well as limits on the success of micromanagement arguments.