If you want to know how the “corporate state” actually protects itself, look no further than the Securities and Exchange Commission. While the headlines talk about “deregulation” and “common sense,” the reality on the ground is far more sinister.
With the Trump administration, we were promised a return to property rights and accountability. Instead, the President’s hand-picked SEC Chairman Paul Atkins (pictured above) has tried to mute shareholders with a muzzle professionally fitted by the same law firm that spends its days teaching “woke” CEOs how to ignore the people who actually own their companies.
James Moloney/PHOTO: SEC
The architect of this new silence is James J. Moloney, who was plucked directly from the partnership ranks of mega law firm Gibson Dunn in October. To call Moloney an “insider” is like calling a shark a “swimmer.” For the last 25 years, he served as a co-leader of Gibson Dunn’s Securities Regulation and Corporate Governance practice, the literal “Special Forces” of the corporate legal world.
While at the firm, Moloney didn’t just represent corporations; he oversaw the preparation of the firm’s tactical memoranda and activism battle plans. Most importantly for those of us in the trenches, he personally authored numerous no-action requests—the legal poison pills used to kill shareholder proposals before they ever reach a vote. By hiring Moloney, Chairman Atkins hasn’t just brought in an expert; He’s invited the corporate wolf to design the security system for the henhouse. And Moloney didn’t waste a single afternoon. Since taking his role in October, the SEC has moved with predatory speed, systematically dismantling the few remaining tools small shareholders have to hold “woke” corporate boards to account.
The Gibson Dunn ‘No-Action’ Playbook Goes Viral
Ronald Mueller
For decades, Gibson Dunn has been one of the top go-to firms for companies seeking to strip shareholder proposals from the ballot. They specialize in the “ordinary business” exclusion—a legal loophole that allows a company to claim that a shareholder’s concern about, say, DEI-driven hiring quotas or extremist political spending, is just a “minor administrative detail” that doesn’t belong in front of the owners. For example at NLPC, we often see the firm’s Ronald Mueller filing multiple-page briefs against our proposals, as was the case when Bank of America evaded accountability when we sought to understand why the company handed over its customers’ credit card data to federal law enforcement without requiring subpoenas or a warrant.
Now, Mueller’s former partner Moloney has brought that same hostility to the SEC’s Division of Corporation Finance that he wielded at Gibson Dunn. In a November 17, 2025 statement, the Moloney-led staff announced they would essentially “bow out” as the referee in the shareholder proposal process. They claimed that “resource constraints” following the late 2025 government shutdown forced them to stop providing substantive “No-Action” views on most proposals.
Don’t buy it. This wasn’t about a lack of staff; It was about giving management a blank check. The message to CEOs was clear: “We won’t tell you no, so feel free to exclude whatever shareholder proposals you want.” It’s the regulatory version of a parent telling a toddler they can’t have cookies, then walking out of the kitchen and leaving the jar open on the counter. It is a stunning abdication of duty that could only have been dreamed up by someone who spent twenty-five years on the other side of the table, drafting the very letters they now refuse to review.
The ‘Materiality’ Smokescreen and Paul Atkins’s Flip-Flop
Chairman Atkins has been busy giving speeches about reforming Regulation S-K and cutting back on “immaterial” information. He claims the SEC is “burying shareholders in an avalanche of immaterial information.”
In the reality of the Atkins regime, “immaterial” has become a weapon. To Atkins and Moloney, NLPC’s concerns about a company’s slide into radical social engineering are “immaterial.” But a billion-dollar ESG fund’s demands for “carbon-neutral supply chains?” Those are apparently sacred.
The hypocrisy is breathtaking when you consider Atkins’s own history. In a 2003 speech before the Council of Institutional Investors, Atkins explicitly defended the principle of the shareholder as the true principal of the corporation. He argued then that “stockholders own the corporation” and that it “does not seem too much to ask” for them to have their opinions aired to their “employees” in management. He even called himself a “firm defender of constitutional protections for freedom of speech and private property rights.”
What changed, Chairman Atkins? Apparently, the “sanctity” of ownership only applies until your corporate executive friends and their lawyers at the likes of Gibson Dunn decide that the owners are getting too loud. Atkins and his two fellow commissioners—who appear in lockstep with his extreme pro-corporate agenda—claim they want to “de-politicize” shareholder meetings. But by silencing the small proponents who challenge the DEI status quo, they are actually protecting the very “woke” corporate bureaucracies (as evidenced by their many pronoun-clarifying email signatures) they claim to oppose. They’ve built a “safe space” for CEOs where no “gadfly” can ever remind them that their primary job is to generate a return for investors, not to change the weather.
The Final Blow: Kicking Shareholders off the Public Square
The most egregious act of this new regime came on Friday. In a blunt update to its Compliance and Disclosure Interpretations, the Moloney-led staff declared they would now “object” to voluntary submissions of Notices of Exempt Solicitations to the SEC’s Electronic Data Gathering, Analysis, and Retrieval (EDGAR) platform. NESes are informative reports that NLPC has circulated to investors at various companies over the last few years to advocate our positions on proxy voting items like proposals and board nominees. See our shareholder proposal page where our proxy memoranda are archived for examples.
These notices were the last remaining megaphone for the “little guy.” If you couldn’t afford a $100,000 professional proxy solicitation, you could still file a “Notice of Exempt Solicitation” on the EDGAR system. It was a low-cost way to tell your fellow owners why a company’s board was driving the stock price into a ditch to satisfy a handful of radical activists.
The SEC’s excuse for this crackdown is as insulting as it is transparent. They claim these filings are used for “generating publicity.” That’s an interesting conclusion, considering no one at the SEC within the cubicles under Moloney’s authority bothered to call us to ask us what our motives are. Since NLPC, along with a few others who we assume were not consulted, were singled out as “frequent filers” of the reports, you’d think someone at the SEC might be curious.
Instead Moloney the mind-reader and his fellow seers jumped to their own biased conclusions and took action. Atkins and Moloney have decided that if you don’t have $5 million in stock, you don’t have the right to speak on the SEC’s digital public square. They are treating the EDGAR system—a public resource—like an elite country club where the dues are $5 million and the only topic allowed for discussion is how great corporate management is doing. We are sure CEOs like Bank of America’s Brian Moynihan, Comcast‘s Brian Roberts, and General Motors‘ Mary Barra are ecstatic at this development.
And unsurprisingly, Gibson Dunn joyfully proclaimed the “welcome news” to its clients in an alert published yesterday.
The Myth of the “Taxpayer Burden”
The SEC likes to pretend this is about “saving the taxpayer money” following the government shutdown. This is a flat-out lie. The EDGAR system is automated. Organizations like NLPC pay thousands of dollars a year to outside filing services to format and upload our documents (itself a costly regulatory burden, like having to pay a CPA to do your taxes for what should be a simple process). But it costs the taxpayer literally nothing for us to hit “submit” to EDGAR.
What it does cost is the comfort of the corporate elites. By “objecting” to these filings, the SEC is performing a private-sector service for Gibson Dunn’s client list. They are ensuring that when a reasonable investor looks at a company’s EDGAR page, they see a sterile, management-approved list of “material” facts, scrubbed clean of any dissenting voices that might point out the Emperor has no clothes—and things like insufficient profits and poor stock performance.
Conclusion: The Atkins Betrayal
Paul Atkins was supposed to be the champion of property rights. Instead, he has overseen a regime that treats a shareholder’s right to communicate as a nuisance to be “streamlined” out of existence. He’s not draining the swamp; He’s just building a private boardwalk for the billionaires and their Gibson Dunn bodyguards.
Moloney’s hire was the signal. The bailing on its mediation responsibilities in the fall, and last week’s “objection” to small shareholders’ property and speech rights, was the execution. The SEC has officially bowed out as referee between companies and stockowners, leaving the field to the corporate bullies and the law firms that enable them.
At NLPC, we’ve seen this movie before. We know that when the powerful try to silence you, it’s usually because you’re telling a truth they can’t afford to hear. Atkins and Moloney can lock the gates of EDGAR, but they can’t stop the shareholders from realizing they’ve been sold out by the very people hired to protect them. The “Wolf of Gibson Dunn” may be in charge of the henhouse for now, but the hens are the ones who actually own the place.
