Corporation Law Council Requests Public Comments on Discussion Draft of DGCL Amendments Regarding Stockholder Proposals

The U.S. Securities and Exchange Commission recently proposed the repeal of Rule 14a-8 of the Securities Exchange Act of 1934.  The Council of the Corporation Law Section of the Delaware State Bar Association announced in September 2026 that it was incorporating the potential repeal into its annual review of Delaware’s corporate statutes, and that it might formulate proposed statutory amendments.  The Council has now released a Discussion Draft of amendments to the Delaware General Corporation Law that would become effective if and when Rule 14a-8 is in fact rescinded.  The amendments would address when and how stockholders of a Delaware corporation may submit precatory (non-binding) proposals at annual stockholder meetings and have these proposals included in the corporation’s proxy materials. The Council also released a White Paper explaining the Draft and announcing the start of a 60-day comment period, including instructions and links for how to submit comments by email or through the Delaware Department of State website.

After the comment period, the Council plans to prepare a revised draft that will remain subject to approval by the Corporation Law Section and the Executive Committee of the DSBA.  Any approved amendments to the DGCL would be recommended to the Delaware General Assembly for consideration during the first half of 2027.

If you have any questions regarding the Discussion Draft or comment period, please feel free to reach out to Potter Anderson attorneys Michael Pittenger, Alyssa Ronan, Nicholas Mozal or Matthew O'Toole. 

Link to Secretary of State Website: Give Feedback on Stockholder Proposals Rules - Delaware Department of State

Link to White Paper and Discussion Draft: White Paper on Stockholder Proposals

About Potter Anderson

Potter Anderson & Corroon LLP is one of the largest and most highly regarded Delaware law firms, providing legal services to regional, national, and international clients. With more than 100 attorneys, the firm centers its practice on corporate and alternative entity law and litigation, commercial litigation, bankruptcy, intellectual property, labor and employment, and real estate.