Shareholder Rights Under Pressure: Three Developments to Watch
13 March 2026
A clash over a BP shareholder resolution, the US Securities and Exchange Commission’s (SEC) retreat from traditional proposal review and ExxonMobil’s planned move to Texas all point to the same trend: management and regulators are testing the boundaries of shareholder scrutiny. For investors, this signals a more contested and legally complex proxy season ahead.
Shareholder Rights Under Pressure: Three Developments to Watch
Three developments this week involving BP, the US SEC and Exxon highlight growing tension between management control and shareholder oversight across key markets. Although the circumstances differ, the direction of travel is similar. Investors are encountering new procedural, regulatory and jurisdictional barriers that may shape how shareholder rights are exercised in 2026.
- BP and the Unusual Prospect of UK Litigation Over an Excluded Resolution
Follow This has indicated that it may take legal action against BP after the company declined to include a climate-related shareholder proposal in the 2026 AGM notice. The proposal, filed in January and supported by 16 major institutional investors, asked BP to explain how it would protect shareholder value in a scenario where oil and gas demand declines.
Follow This had given BP a deadline of 11 March to include the resolution in a supplementary notice. The organisation told Minerva Analytics that while the oil and gas giant had responded to them it had not indicated that the company intends to include the resolution at its 23 April AGM. Follow This added that they are currently discussing their next course of action with their lawyers. Mark van Baal, CEO of Follow This, branded BP’s “refusal” to bring the resolution to a vote as “an attack on shareholder rights”.
According to a press release from Follow This, BP had confirmed that the threshold for valid submission of the resolution had been met but then u-turned, claiming that the resolution is not in accordance with the UK Companies Act and its own articles of association. Follow This has stated that it is not aware of any recent instance of a FTSE 100 company refusing to circulate an otherwise eligible shareholder resolution. If BP is found to have breached its duties, the company could be required to call an extraordinary general meeting to address the omission. Follow This also pointed out that fellow oil and gas giant Shell will put an “almost identical” proposal to a shareholder vote at its 2026 AGM on 19 May.
This development also follows investor concerns about BP’s climate strategy. A significant portion of shareholders voted against the former Chair at the 2025 AGM because the company declined to offer a vote on its revised transition plan. With a new Chair now in place, the way BP handles this dispute will be closely observed.
- SEC Changes Raise Cross Border Governance Concerns
Speaking at a conference held by the Council of Institutional Investors this week, US SEC Chair Paul Atkins reportedly said that the Commission “really didn’t have any alternative” to changing its ‘no action’ request approach for the 2026 proxy season. The controversial decision to not respond to ‘no action’ requests from companies to exclude proposals until this October means that companies must make their own decisions about whether to accept resolutions or not with little guidance from the regulator.
Atkins credited last year’s US government shutdown for creating too great a backlog of work and driving the high-profile overhaul. He added that “going over shareholder proposals has never been a real thrill for the staff – that’s at the bottom of their priorities”, further underlining that companies are being prioritised over shareholders by this iteration of the SEC.
This change has already produced legal challenges. AT&T, Axon, Chubb and PepsiCo have each faced lawsuits after excluding proposals. AT&T and PepsiCo have reversed course to mitigate legal risk. The absence of clear regulatory guidance introduces uncertainty for issuers and investors. It also increases the chance of inconsistent practices and fragmentation across the market.
The implications for investors are significant:
- Cross listed issuers may take a more assertive approach to excluding proposals, regardless of local norms.
- Stewardship expectations become harder to apply consistently when regulatory approaches diverge.
The comments from Atkins this week follow the declaration of his intention last month to “de-politicise” shareholder meetings. These comments suggest that the Commission is placing greater weight on corporate preferences than on shareholder oversight.
- Texas Moves Signal a Shift in Governance Risk
Exxon has announced its intention to move its legal incorporation from New Jersey to Texas. The company argues that the move will place it in a regulatory environment that is more supportive of its operations. Shareholders are set to vote on the proposal at the company’s virtual-only AGM on 27 May.
Several major companies, including Tesla, have moved their legal homes to Texas in recent years. For investors a key concern should be the strength of shareholder protections. Texas corporate law is generally considered more favourable to management. It provides broader liability protections for directors and fewer mechanisms for minority shareholders to challenge decisions. As noted in Minerva’s previous guidance, changes of this type can alter governance risk in a meaningful way.
The proposed move follows several years of intensive shareholder activity at Exxon, including successful lobbying related resolutions and notable support for climate proposals. The governance implications of relocating to a more permissive jurisdiction will be an important area for investor engagement.
What This Means for Investors
The developments at BP, the SEC and Exxon point to a common pattern. Shareholder rights are being tested at procedural, regulatory and jurisdictional levels. Investors may face a more complex and contested environment as the 2026 proxy season approaches.
Key considerations include:
- The need to monitor how companies apply eligibility rules for shareholder proposals.
- The likelihood of regulatory fragmentation that affects global stewardship processes.
- The governance implications of companies relocating to jurisdictions with weaker shareholder protections.
- The growing use of litigation as a means of defending investor rights.
Stewardship teams may need to adjust expectations and engagement strategies to navigate these changes.
You can read more of our articles by clicking here.
Last Updated: 13 March 2026