Milbank’s Iliana Ongun Quoted in Responsible Investor on Shareholder Engagement

Milbank LLP Public M&A co-head Iliana Ongun spoke with Responsible Investor about how SEC changes to the 13D/G guidance and Rule 14a-8 are affecting the way companies and investors engage.

"Boards are not sure how exactly the landscape will shift," Iliana said. "There's likely to be a meaningful period of uncertainty as we see whether states pass legislation that provides a clear path to inclusion or exclusion of shareholder proposals in the proxy statement, or whether those states pause and leave room for private ordering."

She urged companies to act now: "Companies should review their bylaws now. Boards should work to ensure that their advance notice bylaw provisions are defensible and appropriate for the company's governance profile, as well as being well drafted."

Iliana also said that "shareholder engagement isn't going away." She explained, "I think the question is whether it gets channelled through a structured process at the state level, or it shifts into less predictable channels like litigation and proxy contests. Vote-no campaigns, open letters, books and record demands, fiduciary litigation-those all remain as potential tools for activists to use to further their agendas."

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