Firm News | September 10, 2025
Washington D.C. – Partner Ronald Mueller today presented expert testimony to the U.S. House Financial Services Committee, urging reform of Rule 14a-8 governing shareholder proposals. The September 10 hearing, titled “Proxy Power and Proposal Abuse: Reforming Rule 14a-8 to Protect Shareholder Value,” focused on the increasing complexities and costs associated with the current regulatory landscape.
Mueller, a founding member of the firm’s Securities Regulation and Corporate Governance Practice Group, explained the need for revisions to the Securities and Exchange Commission’s Rule 14a-8 and discussed the importance of regulating proxy advisory firms. He emphasized that these changes “is necessary in order to protect shareholder value and maintain the strength and leadership of the U.S. economy.”
According to Mueller, the absence of clear Congressional direction has led to inconsistent interpretations of Rule 14a-8.”In the absence of a clear Congressional mandate on Rule 14a-8,” he stated, “the Rule is subject to vague and shifting interpretations, making it tough to rely on even well-established precedents. the frequently enough unpredictable outcome of the Rule 14a-8 no-action request process increases the cost and burden of the Rule 14a-8 process to both companies and shareholder proponents, and is one of the reasons that the Rule needs to be reformed.”
Rule 14a-8 allows shareholders to submit proposals for consideration at company meetings, but concerns have grown regarding the volume and nature of these proposals, as well as the influence of proxy advisory firms that recommend how shareholders should vote.
the full text of Mueller’s testimony is available at: https://www.congress.gov/119/meeting/house/118577/witnesses/HHRG-119-BA00-Wstate-MuellerR-20250910.pdf
