United States: Shareholders

Section 16 of the Securities Exchange Act has been amended to require directors and officers of foreign private issuers (FPIs) to comply with Section 16(a) beneficial ownership reporting requirements, beginning on March 18, 2026.

On December 11, 2025, the White House issued an Executive Order entitled Protecting American Investors from Foreign-Owned and Politically-Motivated Proxy Advisors (the "Order").

President Trump signed a law late last week that amends Section 16(a)(1) of the Securities Exchange Act of 1934, as amended, to subject foreign private issuers (FPIs)...

On November 21, 2025, the Department of the Treasury ("Treasury") and the Internal Revenue Service ("IRS") issued final regulations (the "Final Regulations") under Section 4501...

Institutional Shareholder Services (ISS) and Glass Lewis have released updates to their U.S. proxy voting policies for the 2026 proxy season, available here and here.

The new policies will generally apply to shareholder meetings held on or after February 1, 2026. Notably, no changes to director overboarding policies are being implemented for 2026.

On November 17, 2025, the SEC's Division of Corporation Finance (the "Division") announced how it will handle requests relating to shareholder proposals under Rule 14a-8.

On November 21, 2025, Treasury and the IRS released final regulations (the Final Regulations) governing the 1% excise tax on corporate stock repurchases enacted by the Inflation Reduction Act of 2022.

The John L. Weinberg Center for Corporate Governance, in coalition with several major industry organizations, seeks to gather practical insights from companies, investors, and related professionals about the scope and effectiveness of the current federal shareholder proposal rule (Rule 14a-8) through a new survey.