November 2025 One-Minute Reads

Capital Markets Update – November 2025 One-Minute Reads

SEC staff narrows review of Rule 14a-8 shareholder proposal no-action requests

On November 17, 2025, staff of the Division of Corporation Finance of the Securities and Exchange Commission (SEC) announced it will not provide a substantive response to no-action requests from companies seeking to exclude shareholder proposals from their definitive proxy materials, pursuant to Rule 14a-8 during the current proxy season. The staff’s statement presents a significant procedural shift in its administration of the Rule 14a-8 no-action request process for shareholder proposals. Going forward, if a company wishes to exclude a proposal from its proxy materials, it will need to comply with Rule 14a-8(j) and provide an “informational only” notice to the SEC of its intent to exclude the shareholder proposal from its proxy materials. The only category of requests that will remain subject to the traditional staff no-action request process will be those submitted under Rule 14a-8(i)(1), which permits companies to exclude a shareholder proposal if the proposal is not a proper subject for action by shareholders under state law, and which requires an opinion of local counsel to address the legal basis under state law for exclusion. The no-action procedural change is in effect from October 1, 2025, through September 30, 2026. For more information regarding the implications of the staff’s announcement, read Cooley’s alert.

Corp Fin posts no-action letter

The staff of the Division of Corporation Finance posted this letter on September 29, 2025, in response to a no-action request from the DoubleZero Foundation. The staff responded that it will not recommend enforcement action against DoubleZero if certain programmatic transfers of its 2Z tokens are not registered under Section 5 of the Securities Act and its 2Z tokens are not registered as a class of equity securities under Section 12(g) of the Securities Exchange Act of 1934. For more information and insight on the importance of this no-action letter in the regulation of digital assets, see this September 29 Cooley press release.

Shareholders ask SEC to reconsider ExxonMobil program

Per this joint press release, shareholder representatives, As You Sow and the Interfaith Center for Corporate Responsibility, filed a request with the SEC to rescind its effective approval of ExxonMobil’s “retail voting program.” The request from the shareholder representatives states that Exxon’s program, under the guise of “assisting” retail voters, seeks to opt retail shareholders into a program that would cast their votes in favor of management for all future meetings, unless and until shareholders take steps to opt out. Others have also criticized the retail voting program.

For a response to criticisms of retail voting programs, see this Cooley alert, “Crocodile Tears for Retail Investors: The Misleading Campaign Against Retail Voting Programs.” 

SEC chairman suggests path to eliminating most shareholder proposals

In remarks delivered at the John L. Weinberg Center for Corporate Governance’s 25th Anniversary Gala, Chairman Paul Atkins suggested the SEC may be open to eliminating the ability of shareholders to submit precatory shareholder proposals to companies incorporated in Delaware. This speech follows the recent publication of an article by Kyle Pinder of Morris, Nichols, Arsht & Tunnell arguing that shareholders do not have a fundamental right to bring precatory, or nonbinding, shareholder proposals, such as those requesting that companies prepare reports on environmental or social topics or change governance practices, under Delaware law. For further insight, see this Cooley alert, this Cooley alert, this Bloomberg law article, this TheGovernanceBeat.com post and this TheGovernanceBeat.com post.

Proxy advisor updates: Glass Lewis, ISS announcements

Glass Lewis announced that starting in 2027 it will no longer offer its standard marketwide set of proxy voting guidelines and will instead offer a set of new options for clients. For insights into the reasons for this change, see this Reuters article, this Responsible Investor article and this ESGtoday article. For insight into the potential impact of this change, see this Cooley alert and this TheGovernanceBeat.com post.

ISS announced the launch of its open comment period on proposed changes (shown in redline) to its ISS Benchmark voting policies for 2026. Topics covered by the 19 proposed policy changes include capital structures, nonemployee director compensation practices, executive compensation matters and shareholder proposals. ISS notes that no changes are proposed for director overboarding policy parameters for 2026. The open comment period ran through November 11, 2025. The final 2026 Benchmark voting policies will be announced in late November and will generally be applicable for shareholder meetings taking place on or after February 1, 2026. For more information, see this Cooley alert and this Lexology article.

ISS also announced the release of annual methodology enhancements to its Governance QualityScore scoring solution, the inclusion of FTSE AIM 200 companies in its universe, and the expansion of certain factors to Australasia and Nordic markets. The new factors cover artificial intelligence, auditor rotation, gender diversity in the European Union and vesting periods for variable pay plans. A data verification period will run from November 10 to 21, during which companies may verify and submit changes to their data before scores are made available under the updated methodology.

Exxon sues California to stop new climate reporting laws

Per this ESGtoday article, ExxonMobil filed a lawsuit in a US federal court challenging new California laws requiring large companies to disclose their value chain greenhouse gas emissions and report on climate-related risks. According to the suit, ExxonMobil is asking the court to declare that California’s new climate-related reporting laws violate First Amendment free speech rights – claiming that their main goal is to “embarrass” large companies and compel speech in support of the state’s ideological goals – and prevent the state from enforcing them. For more information regarding the lawsuit, see this Responsible Investor article, this Wall Street Journal article and this AP News article. For an update covering the status of the California climate reporting requirements, guidance provided by the California Air Resources Board (CARB) and yet unanswered questions, see this Cooley alert. 

IPOs go effective during government shutdown

MapLight Therapeutics became the first company to conduct an initial public offering under a rarely used regulatory provision (Section 8(a) of the Securities Act of 1933) during the US government shutdown. Cooley served as company counsel. For details on the offering, see this Cooley alert, this Reuters article, this CapitalXchange blog and this TheCorporateCounsel.net blog. The offering caught the attention of SEC Chair Paul Atkins, who commented about it on X. See also this TheGovernanceBeat.com post. For information on the IPO of Navan, the second company to go public during the government shutdown and also represented by Cooley, see this Cooley alert and this video on Cooley.com.