Shareholder Franchise and Private Ordering.

Until late 2025, the operational framework for shareholder-governance disputes was relatively stable: shareholder proposals proceeded under Rule 14a-8 with SEC staff review of no-action requests as the principal exclusion mechanism; ballot access ran through Broadridge and the registered-agent infrastructure; vote advice came from ISS, Glass Lewis, and the institutional-investor stewardship teams that interpret them; vote execution operated through the existing federal-securities-law disclosure architecture; litigation forum defaulted to state-court jurisdictions chosen at incorporation; and courthouse access for stockholder claims followed the case-law contours of class-action and derivative-action doctrine.

From January 2024 through May 2026, every one of those channels has come under pressure. The November 17, 2025 SEC Division of Corporation Finance Statement announced that, for the 2025–2026 proxy season, the Division would generally step back from substantive no-action responses outside Rule 14a-8(i)(1) state-law improper-subject claims (Rule 14a-8(j) notice still required). The January 23, 2026 update to C&DI Question 126.06 states that staff will object to voluntary Notices of Exempt Solicitation by persons who do not beneficially own more than $5 million of the subject class. Texas’s TBOC § 21.373 (S.B. 1057) added a state-statutory the lesser of $1M in market value or 3% proposal-access threshold available on opt-in by nationally listed Texas corporations. ExxonMobil’s retail-investor voluntary voting program is the subject of an SEC Division no-action response dated September 15, 2025 analyzing the program under Rule 14a-4(d)(2)/(d)(3); the company’s May 15, 2026 DEFA14A describes the program as voluntary and overrideable (issuer characterization, not Commission finding). Zion Oil & Gas adopted a mandatory-arbitration provision and federal-securities-claim jury-trial waiver by bylaw amendment effective December 1, 2025, approved by board resolution without a stockholder vote; see Form 8-K dated December 1, 2025. Treat as the first verified post-September-17-policy-shift adopter in Stream 07, not as pending. The FTC is reported (Bloomberg Law, WSJ) to have opened an antitrust review of ISS and Glass Lewis in late 2025, reinforced by the December 11, 2025 Executive Order, Protecting American Investors from Foreign-Owned and Politically-Motivated Proxy Advisors — the FTC docket/CID itself remains pending primary-source verification. Federal courts have received the first wave of post-Nov-17 proposal-exclusion litigation (e.g., AT&T Inc., Axon Enterprise, Inc., PepsiCo, Inc., As You Sow v. Chubb Ltd., Fonds Des Missions v. UnitedHealth, DiNapoli v. BJ’s), several of which have already resolved at the preliminary-injunction or settlement stage; tracker entries for each case carry status badges. The most consequential pending matter is ICCR + As You Sow v. SEC, filed March 19, 2026 in D.D.C. as an APA challenge to the November 17 Statement itself.

V07 treats these eight streams as substantively independent but thematically connected: each is part of the broader restructuring of the channels through which shareholders exercise governance influence on publicly-traded corporations. Each has its own dedicated subpage with primary-source-anchored treatment and Bluebook citation discipline. Tracker-style data infrastructure is planned where adoption data permits; the exclusion-litigation stream carries case-card grids, and the broader build-out tracks the underlying primary-source corpus as it matures. Channel-to-stream mapping: Streams 01–04 sit on Channel 1 (proposal access); Stream 05 on Channel 4 (vote execution); Stream 06 on Channel 3 (vote advice); Stream 07 on Channel 6 (courthouse access); Stream 08 on Channel 5 (litigation forum). The ballot-access channel (Broadridge / proxy-infrastructure layer) is not the subject of a dedicated stream in this build and is treated as background in the V09 statutory-reform context.

How we will disambiguate. The vertical commits to four empirical tests that, taken together, distinguish “functionally equivalent” from “structurally different” reform channels: (1) the exclusion-rate of Rule 14a-8 proposals under the (i)(1) state-law route before and after the November 17, 2025 Statement; (2) the composition and subject-matter distribution of proposals submitted to Texas opt-in firms versus Delaware peers; (3) cross-coverage of (i)(1) and TBOC § 21.373 grounds for the same proposal at the same issuer; and (4) downstream voting outcomes when proposals do reach the ballot under each channel. Each test corresponds to a discrete empirical layer of the V10 build-out.

The comparative analytical question is whether the two channels are functionally equivalent — producing the same downstream effects on which shareholder proposals reach corporate proxies and which do not. If the answer is yes, then framing Texas's reform as uniquely disenfranchising while treating Delaware's reform as procedurally routine collapses a substantive analytical distinction. If the answer is no, then the two channels are doing structurally different things and the comparison is genuinely competitive. The V10 empirical work is designed to disambiguate.