May a company hire a proxy solicitor to solicit votes against a shareholder proposal?
Yes. A company can hire a proxy solicitor to solicit votes against a proposal. Any action by a company in opposing a shareholder proposal, including circulating additional materials or contacting shareholders directly, must be done in compliance with the SEC proxy rules. Implications if Shareholders Vote to Approve a Shareholder Proposal Must a board of directors implement a shareholder proposal approved by a company’s shareholders? Not usually. Under the laws of most states, including Delaware and California, a company’s business and affairs are to be managed by or under the direction of the company’s board of directors. Therefore, most shareholder proposals must be phrased as recommendations or suggestions or risk exclusion under Rule 14a-8(i)(1), as proposals that are not proper subjects for action by shareholders under the laws of the jurisdiction of the company’s organization. While the approval of a precatory shareholder proposal by shareholders may put pressure on the board to i
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