Proposal-exclusion litigation tracker.

1. How do federal courts apply Erie-style state-law prediction to (i)(1) cases?

The post-November-17 (i)(1) state-law-improper-subject route requires federal courts adjudicating proposal-exclusion litigation to predict how the state-of-incorporation's highest court would interpret the controlling state-law question on precatory proposals. For Delaware-incorporated issuers, this involves predicting how the Delaware Supreme Court would resolve the Strine-vs-Balotti 2007 SEC roundtable seam (see Stream 01). The first federal-court (i)(1) decisions will set the operative Erie-prediction methodology for the next decade.

2. Does the post-November-17 Form A or Form B Staff response receive deference?

Form A (informational-only) provides no Staff substantive view; Form B (no-objection) signals non-opposition on the company's unqualified representation but does not adjudicate merits. The doctrinal question is how much deference federal courts give to each form. Form A should logically receive no deference (no Staff view to defer to); Form B's deference status is genuinely open. The first federal-court decisions on this question will be highly cited.

3. Do the cases produce settlement-driven inclusion or merits-driven exclusion?

The AT&T reporting suggests the issuer reversed course under litigation pressure — settling by including the proposal. If that pattern repeats, the post-November-17 litigation wave operates as an effective corrective on issuer over-exclusion, even without formal adjudication. The early settlements would establish a practical equilibrium where issuers exclude conservatively despite the Staff's procedural retreat. The empirical resolution will be visible in the proportion of cases that settle pre-adjudication vs proceed to merits.

4. Does federal-court class certification operate in proposal-exclusion litigation?

The plaintiff in proposal-exclusion litigation is typically a single proponent, but the legal interests at stake include the broader institutional-investor and proponent community. Whether federal courts treat individual-proponent suits as appropriate vehicles for resolving the underlying state-law and federal-procedural questions, or require class certification or institutional-investor coalition involvement, is an open question with substantial practical implications.

5. What share of cases involve the (i)(1) state-law route vs other exclusion grounds?

The post-November-17 procedural framework only changes the Staff's substantive review on the non-(i)(1) grounds. Issuers continue to obtain substantive Staff review (and concurrence) on (i)(1) requests. The empirical question is whether the case universe is dominated by (i)(1)-grounded exclusions (where Staff has concurred) or non-(i)(1)-grounded exclusions (where Staff issued only Form A or Form B). The SMU CGI tracker will surface this distribution as the case universe develops.