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US regulator restores leverage for companies to bypass shareholder votes

The top U.S. Securities regulator revised its guidance on Wednesday, giving companies more power to bypass shareholder resolutions presented for annual meetings. This reverses a 2021 change and is seen as a major blow to activists who are pressing companies to address environmental, social, or governance issues.

In recent years, such resolutions have been the focal point of many corporate gatherings as investors became more interested in issues like climate change and workforce diversity. Stock issuers, as well as some Republican politicians, have criticized the trend. They see it a distraction.

Mark Uyeda is one of the critics. He was appointed acting chair by President Trump last month at the U.S. Securities and Exchange Commission.

According to a legal notice on the SEC's website, it will no longer focus on a broad social impact when deciding whether to allow corporations to bypass voting on shareholder resolutions.

New guidance gives companies more leeway to claim that proposals are micromanaging their operations or skipping votes.

Sanford Lewis is an attorney who represents activist shareholders. He said that the new language "gives companies immense latitude to claim a proposal micromanages, if the proposal requests specifics from the company."

(source: Reuters)