What we are witnessing at the US Securities and Exchange Commission is not a policy adjustment. It is the methodical dismantling of the mechanisms that enable shareholders to play their critical role in corporate governance. And it is happening fast enough that the investment community risks waking up one morning to find that the norms and infrastructure we’ve relied on for decades simply no longer exist.
Consider what happened in the past 18 months. In March 2025, the SEC voted to abandon its own climate disclosure rules — regulations adopted after years of development and public comment — refusing to defend them in court. In November, the agency withdrew from its half-century role as referee of the shareholder proposal process, announcing it would no longer substantively review company requests to exclude proposals under Rule 14a-8. Companies can now self-certify a “reasonable basis” for exclusion and receive a rubber-stamp response. SEC Commissioner Caroline Crenshaw called it part of “a parade of actions that will ring the death knell for corporate governance and shareholder democracy.”
In January 2025, revised Question 126.06 shut most shareholder proponents out of the EDGAR filing system, blocking them from publicly sharing their exempt solicitations (aka proxy memos) with fellow investors. In December, an executive order directed the SEC to review all rules governing proxy advisory firms and shareholder proposals — with explicit instructions to target those involving corporate risk linked to ESG and DEI. In addition, the SEC is planning to rewrite Regulation S-K which governs all non-financial material corporate disclosure. And perhaps most ominously, Chair Paul Atkins has publicly questioned whether non-binding shareholder proposals are even a “proper subject” under Delaware law — a position that, if adopted by the courts, could eliminate the shareholder proposal process entirely.
Read that list again. The disclosure rules that produce the information. The no-action process that protects proposals from exclusion. The public filing system that makes shareholder analysis accessible. The proxy advisors that help institutional investors vote informed proxies. And potentially the legal foundation for shareholder proposals. Every layer of the system is under attack simultaneously.
Open exchange
Free markets depend on the free flow of information. That is not a progressive position or a conservative one. It is the foundational premise of securities regulation — from mandatory disclosure to Regulations governing Fair Disclosure to the proxy rules. When investors have access to complete material information, they make better decisions. When that information is restricted, the quality of capital allocation degrades for everyone.
However, fiduciary duty does not pause while we wait for the political winds to shift.
That is why we built the Proxy Open Exchange, or POE. POE is the shareholder community’s response to the suppression of vital information — a public platform where an investor that files a shareholder resolution can publish their proxy memos now that EDGAR is effectively closed to the vast majority of proponents. Within weeks of launching, the site had more than twice as many submissions as the SEC has received on EDGAR all year. Faith based investors, Green Century, John Chevedden, and of course As You Sow, the nonprofit foundation that I run, are already publishing there.
POE is not necessarily the point — it exists to keep information flowing in support of a free market. The real point is that every layer of the infrastructure that our economy relies on needs a community-built alternative, and no single organization can do it alone.
If the SEC won’t maintain a functioning no-action process, then investors and companies need shared norms for how proposal exclusions are evaluated and challenged. If the SEC cuts back on required corporate material disclosures, then the boards of directors need to decide to continue to provide this information voluntarily. If proxy advisory firms are being targeted by executive order, then the institutional investor community must make clear that independent proxy research is not a threat to markets — it is a feature of them.
Legal action
The legal basis for shareholder proposals is being questioned. We must defend it — in court if necessary. As You Sow and the Interfaith Center on Corporate Responsibility have filed suit against the SEC, challenging its no-objection policy as a violation of the Administrative Procedure Act. The agency did not follow its own rules on how to change the rules. We have also taken legal action against Chubb after the company excluded a climate-related shareholder proposal taking advantage of the SEC’s weakened oversight. These and several other related lawsuits are not symbolic gestures. They are attempts to establish that shareholders have rights and legal standing, and that companies and regulators cannot dismantle them by fiat.
This is not about politics. Shareholder rights are not a partisan issue. They are a property right. When you own a share of a company, you own the right to be informed about how it is governed and to have a say in its direction. That is why the board of directors reports to its shareholders. What we are seeing is a systematic effort to make these fundamental rights harder to exercise, and the investment community cannot afford to treat these as isolated regulatory developments. They are connected, and they require a coordinated response.
Publish your proxy memos. Defend the proposal process. Support independent research. Build shared infrastructure. The SEC has created a void across every dimension of shareholder participation. Filling it is what fiduciary duty demands when the institutions we rely on are intentionally dismantled.
Andrew Behar is CEO of As You Sow
