Panel Discussion: What is the Shareholder Proposal Rule? & Why Might It Matter to Delaware?
December 11, 2025 | 12pm – 2pm
Exploring the Shareholder Proposal Rule & Delaware’s Corporate Franchise
At the Weinberg Center’s 25th Anniversary Gala, SEC Chair Paul Atkins invited Delaware to consider whether its state corporation law authorizes advisory shareholder proposals on non-governance topics—or whether they might properly be excluded under the SEC’s shareholder proposal rule. Chair Atkins warned that the rule has been stretched beyond its valid bounds by activists using it for matters other than corporate governance. Expressing concern that such uses deter companies from going or staying public, the SEC is revisiting its shareholder proposal rule.
The shareholder proposal rule, a longstanding feature of the federal proxy system, has rarely intersected with state corporation law, leaving many Delaware practitioners unfamiliar with its operation or implications. Yet this new focus on the intersection between federal rule and state law implicates Delaware’s corporate franchise, an important topic that the State of Delaware has recently asked the University of Delaware’s Institute for Public Administration (IPA) to study. It is therefore timely to consider both the shareholder proposal rule and its significance in the context of Delaware’s corporate franchise.
To promote informed discussion over coming months, the Weinberg Center, in partnership with IPA, will convene a program of two panels: one to explain the shareholder proposal rule itself and another to put its significance in the context of Delaware’s corporate franchise.
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