Davis Polk partner Ning Chiu discussed state proxy oversight, including how state-law shareholder proposals work and the potential for more proxy contests, with Agenda.

The articles notes that as the SEC’s proposed rollback of Rule 14a-8 fuels debate over whether oversight could shift toward state law, Delaware is expected to be at the center of the discussion given its importance in corporate law, with potential implications for how shareholder proposals are handled.

Ning noted that it’s hard to tell which way regulators in Delaware will lean, in part because the midterm elections could impact the process.

In the meantime, she explained that companies and their advisers should focus on the mechanics of state-law proposals. “It’s a good time to review with counsel how proposals work under state law,” she said. “There might be more proxy contests involving state law proposals […] That still exists. That’s the law today, and there is some thought that [this] may be a more active legal area.”

“Delaware Will Tackle State Proxy Oversight as Midterms — and Debate on Franchise Power — Loom,” Agenda (October 2, 2026) (subscription required)

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