News & Analysis as of

No-Action Relief Corp Fin

Cooley LLP

Blog: Corp Fin posts chart of 2019-2020 Shareholder Proposal No-Action Responses

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You may recall that, last month, Corp Fin announced that it had revisited its approach to responding to no-action requests to exclude shareholder proposals. In essence, under the new policy, the staff may respond to some...more

Cooley LLP

Blog: Will Corp Fin’s new policy for addressing shareholder proposals lead to more litigation?

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You may recall that, earlier this month, Corp Fin announced that it had revisited its approach to responding to no-action requests to exclude shareholder proposals. In essence, under the new policy, the staff may respond to...more

Locke Lord LLP

SEC’s Corp. Fin. Modifies Approach to No-Action Requests to Exclude Shareholder Proposals

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On September 6, 2019, the SEC’s Division of Corporation Finance announced two notable revisions to its approach to handling no-action requests by companies seeking to exclude shareholder proposals under Rule 14a-8....more

Cooley LLP

Blog: Corp Fin changes approach to responding to no-action requests to exclude shareholder proposals

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As foreshadowed by Corp Fin Director Bill Hinman at an event in July put on by the U.S. Chamber of Commerce, Corp Fin has announced that it is revisiting its approach to responding to no-action requests to exclude shareholder...more

Cooley LLP

Blog: Corp Fin further refines Rule 14a-8(i)(9) exclusion

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In past few years, after Corp Fin issued Staff Legal Bulletin 14H redefining the meaning of “direct conflict” under the Rule 14a-8(i)(9) exclusion for “conflicting proposals,” the staff has continued to fill in the outline of...more

Cooley LLP

Blog: Corp Fin Grants Relief Under “Economic Relevance” Exclusion Of Rule 14a-8(I)(5)

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You might recall that, in November last year, Corp Fin issued new Staff Legal Bulletin No. 14I, Shareholder Proposals, which, among other things, addressed the “economic relevance” exclusion of Rule 14a-8(i)(5). That rule...more

Cooley LLP

Blog: Corp Fin’s New Twist On Rule 14a-8(I)(9), The Exclusion For Conflicting Proposals

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This proxy season, after the Corp Fin staff permitted AES Corporation to exclude a shareholder proposal on the basis of Rule 14a-8(i)(9)—the exclusion for a proposal that directly conflicts with a management proposal—the...more

Cooley LLP

Blog: Will Corp Fin Revisit (Again) Rule 14a-8(I)(9), The Exclusion For Conflicting Proposals?

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The Council of Institutional Investors has sent a letter to William Hinman, director of Corp Fin, raising objections to the staff’s treatment of a recent shareholder proposal. The staff permitted the company, the AES...more

Cooley LLP

Blog: Corp Fin Refuses To Allow Exclusion Of New Form Of Proxy Access Fix-It Proposal

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It ain’t over till it’s over, as they say. You may have thought that, after the series of staff no-action positions allowing exclusion of so-called “fix-it” proposals during the last proxy season, we had seen the last of...more

Cooley LLP

Blog: Another Theory On Corp Fin’s Position On Proxy Access Fix-It Proposals

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Corp Fin has refined its position with regard to exclusion of proposals to amend existing proxy access bylaws. However, the basis for the staff’s determination to grant or refuse no-action relief in that context remains a...more

Cooley LLP

Blog: Corp Fin Refines Its Position On Proxy Access Fix-It Proposals

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Corp Fin has refined its position with regard to exclusion of proposals to amend existing proxy access bylaws. As you may recall, the line drawn so far by Corp Fin has been that, where the shareholder proposal related to...more

Cooley LLP

Blog: Corp Fin Issues No-Action Relief For Exclusion Of A Proxy Access “Fix-It” Proposal (But Rejects Other Requests)

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In September, I blogged about several pending no-action requests seeking exclusion of proposals from the McRitchie/Chevedden group to revise existing proxy access bylaws on the basis that they had been “substantially...more

Cooley LLP

Will Corp Fin “Evolve” On Exclusion Of Proxy Access Proposals Under Rule 14a-8(I)(10)?

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Until yesterday, there were five no-action requests regarding proxy access proposals from the McRitchie/Chevedden group awaiting responses from Corp Fin as to whether the proposals could be excluded on the basis that they had...more

Cooley LLP

Blog: Corp Fin Refuses To Permit Exclusion Of Proposal To Amend Proxy Access Bylaws Under Rule 14a-8(I)(10). Who Is Gaming The...

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Just when we thought we had a handle on the new rules of the game for exclusion of proxy access shareholder proposals comes this new letter to H&R Block, issued on July 21. The proposal, from the prolific James McRitchie (one...more

Cooley LLP

Blog: Corp Fin Allows Exclusion Of A Conflicting Shareholder Proposal Under Rule 14a-8(I)(9): Does It Represent A Strategy For The...

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Well, we finally have some insight into what the Corp Fin staff had in mind in Staff Legal Bulletin 14H – of course, that’s the SLB in which Corp Fin narrowed the application of Rule 14a-8(i)(9), the exclusion for conflicting...more

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