Precatory Shareholder Proposals

12.31.2025
Podcast
TheCorporateCounsel.net

Morris Nichols corporate counseling partner Kyle Pinder and Brad Goldberg, a partner in Cooley’s corporate governance and securities regulation practice, joined TheCorporateCounsel.net’s “Timely Takes Podcast” to discuss Kyle’s article on the status of precatory stockholder proposals under Delaware law. The pair discussed differences between Delaware law and Exchange Act Rule 14a-8 and various legal industry interpretations of the article, including the potential to exclude precatory proposals as improper matters for stockholder action, implications for activism, and private ordering by bylaw.

Non-members may listen to the podcast recording here.

These materials have been prepared solely for informational and educational purposes, do not create an attorney-client relationship with the author(s) or Morris, Nichols, Arsht & Tunnell LLP, and should not be used as a substitute for legal counseling in specific situations. These materials reflect only the personal views of the author(s) and are not necessarily the views of Morris, Nichols, Arsht & Tunnell LLP or its clients.

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