SEC's Division of Corporation Finance Issues Bulletin Regarding Shareholder Proposals


On October 18, the staff of the Division of Corporation Finance of the Securities and Exchange Commission issued a legal bulletin (No. 14F) providing guidance relating to shareholder proposals under Rule 14a-8 promulgated under the Securities Exchange Act of 1934, as amended. This bulletin discusses the staff’s reversal of its position regarding proof of ownership for shareholder proposals, clarifies the treatment of revised shareholder proposals, provides guidance on common errors shareholders can avoid when submitting proof of ownership to issuers, clarifies procedures for withdrawing no-action requests for proposals submitted by multiple proponents, and outlines the SEC’s use of email to transmit no-action responses.

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