With proxy season getting underway, I’m sharing the updated list since my post about this in March. We have another 6 companies added to the list since March 23, a rate of about two companies a week. Five announced departure plans were from Delaware and one from Ireland. In terms of destinations, four companies announced for Texas with two announcing for Nevada.

On our podcast, Mike Levin and I previously discussed Exxon’s new retail shareholder voting program.  In sum, Exxon got SEC permission to allow its retail shareholders to adopt standing voting instructions to automatically cast their proxy votes in accordance with Exxon’s management.

I’ve heard a lot of shareholder-rights advocates speak favorably of the program, but I disagree.  I’m all for making it easier for retail shareholders to vote – including allowing them to adopt standing voting instructions (Jill Fisch had a whole thing on this) – but Exxon’s program only allows retail to vote for Exxon’s board.  Exxon is almost certainly expecting that, just as retail tend not to vote much at all, those who opt in to the program will likely never bother to revisit their instructions, leaving Exxon with a banked set of votes to oppose any activist interventions (including, of course, what I call “little a” activism, i.e., shareholder proposals).  The way the program is currently constructed, it’s a board entrenchment device.

Which is why I was happy to see that the New York City Comptroller’s Office, on behalf of the New York City Police Pension Fund, has submitted a shareholder proposal for…

From this Law360 article, I learned that Clearway Energy proposes to simplify a complex capital structure. It has two classes of stock that trade on the NYSE: A and C. The A’s have 1 vote per share; the C’s have 1/100th of a vote per share.

It also has B and D shares, held exclusively by CEG, who as a result controls 55% of the company’s voting power.

Clearview proposes a charter amendment to convert the A shares into C shares and, recognizing that this would cause CEG’s own voting power to increase, proposes to fix that problem by putting a bunch of CEG’s shares into a Voting Trust in a mirror voting arrangement that ensures CEG’s voting power does not rise above 55% as a result of the reclassification.

Here is the proxy explaining the proposed changes. As required under Delaware law, for the amendment to take effect, the Class A shareholders must vote in favor.

Anyway, the Law360 article is about a lawsuit filed by the New England Teamsters Pension Fund challenging the scheme as a conflict transaction, because the scheme will allow CEG to sell down its stake while maintaining its voting power. That’s…

Ben previously blogged about a Weinberg Center survey regarding law prof views on shareholder proposals. The results are now available on SSRN, here.

Additionally, the Weinberg Center will be hosting a panel discussion on shareholder proposals and ESG on April 28; deets here.

I am intrigued by this opinion in Walker v. Chidambaran, 2026 WL 787964 (D. Md. March 20, 2026), dismissing a securities fraud complaint against various former officers and directors of an artificial intelligence company called iLearnEngines (“iLE”).

iLE went public in a SPAC merger in 2024, and its SEC filings stated that a significant portion of its revenues and sales came from an unnamed “Technology Partner.”  The Technology Partner and iLE had a complicated web of relationships, buying and selling services from each other, the revenues of which may – or may not – have been netted out against each other (the registration statement appears to have been inconsistent on this point).  Prior to the SPAC merger, the SEC inquired whether the Technology Partner was a related party, and iLE answered no.

(Guess where this is going).

Anyhoo, things started to go south when short seller Hindenburg issued a report on August 29, 2024, identifying the technology partner as Experion Technologies. iLE’s founder and CEO was listed as Experion’s American contact in 2020, and his personal residence was the official residence of Experion Americas in 2022.  Experion India and Experion Middle East and Africa were 35%  and 45% owned…

Save the date! The annual Corporate & Securities Litigation Workshop will take place on October 22 and 23 in Chicago, hosted by the University of Illinois College of Law.

A call for papers will be coming soon, but please mark your calendars now!

This annual workshop brings together scholars who address any aspect of corporate and securities litigation or enforcement, including securities class actions, fiduciary duty litigation, and SEC enforcement actions. We welcome scholars working in a variety of methodologies, as well as both completed papers and works-in-progress. 

Thanks to Verity Winship for sending this my way to get out. I’ll also post the call for papers when it comes out.

Picking back up after February’s post, I’ve got an updated list looking at movement between states so far this year in preparation for a panel at KPMG’s Board Leadership Conference this week. This list has grown with another five companies announcing attempts to shift their incorporation jurisdiction since the last update. Some thoughts on the announced moves after the list as well, infographics, and quick note about my new Senior Of Counsel role.