News & Analysis as of

Proxy Statements Securities Exchange Act Shareholders

A&O Shearman

SEC Proposes Narrowing Grounds for Excluding Shareholder Proposals

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On July 13, 2022, the Securities and Exchange Commission (the “SEC”) proposed revisions to Rule 14a-8 under the Securities Exchange Act of 1934 to amend certain substantive bases on which U.S. public companies can exclude...more

Stinson - Corporate & Securities Law Blog

SEC Proposes Changes to Shareholder Proposal Rule

The Securities and Exchange Commission proposed amendments to Exchange Act Rule 14a-8, the shareholder proposal rule, which requires companies subject to the federal proxy rules to include shareholder proposals in their proxy...more

Hogan Lovells

SEC staff issues new guidance on shareholder proposals involving social policy issues - SEC Update

Hogan Lovells on

On November 3 the SEC’s Division of Corporation Finance issued Staff Legal Bulletin 14L (SLB 14L) to provide new guidance on the application of the “ordinary business” and “economic relevance” exceptions to a public company’s...more

Sullivan & Worcester

SEC Staff Issues Legal Bulletin Narrowing Interpretation of Certain Exceptions to Rule 14a-8 Allowing Shareholder Proposals in...

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Climate-related issues have taken on an enhanced level of concern at the federal government level since the Biden administration rejoined the Paris Agreement in an effort to stem climate change impacts, and the administration...more

Womble Bond Dickinson

SEC Releases Shareholder Proposal Staff Legal Bulletin Regarding Rule 14a-8 Under the Exchange Act

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On November 3, 2021, the Division of Corporation Finance (“Corp Fin”) of the U.S. Securities Exchange Commission (“SEC”) released Shareholder Proposals: Staff Legal Bulletin No. 14L(CF) (the “SLB”) to provide information for...more

Kilpatrick

The SEC Adopts Amendments to the Shareholder Proposal Rule

Kilpatrick on

On September 23, 2020, the Securities and Exchange Commission (SEC) adopted amendments to Exchange Act Rule 14a-8, also known as the “shareholder proposal rule.” The SEC press release announcing the adopted changes are...more

Snell & Wilmer

Changes to the Procedural Requirements and Resubmission Thresholds under Exchange Act Rule 14a-8

Snell & Wilmer on

Rule 14a-8 requires public companies to include shareholder proposals in their own proxy statements, subject to certain procedural and substantive requirements. The Securities and Exchange Commission (“SEC”) has adopted...more

Akin Gump Strauss Hauer & Feld LLP

SEC Approves Changes to Eligibility Requirements for Submitting Shareholder Proposals

The Securities and Exchange Commission (SEC) in a 3-2 vote on Wednesday, September 23, 2020, adopted amendments to the eligibility requirements for submitting shareholder proposals to be included in a public company issuer’s...more

Faegre Drinker Biddle & Reath LLP

Amendments to Exchange Act Rule 14a-8

Background: Rule 14a-8 provides the mechanism by which shareholders may submit proposals to companies for inclusion in the annual proxy statement to be voted upon by shareholders. On September 23, 2020, the U.S. Securities...more

Jones Day

Court Ruling May Shift the Contours of Shareholder Proposal Litigation Under Rule 14a-8

Jones Day on

The Situation: Late last year, a shareholder sued NorthWestern Corporation ("NWE") to compel the company to include a climate-change related proposal in its 2020 proxy materials after NWE had notified the staff of the...more

Perkins Coie

SEC Staff Provides Additional Guidance on Shareholder Proposals

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The U.S. Securities and Exchange Commission (SEC) has issued several important recent updates regarding shareholder proposals and the related no-action request process for companies to consider ahead of the 2019-2020 proxy...more

Benesch

SEC Update for Upcoming Proxy Season – Changes to Rule 14a-8 No-Action Request Response Process

Benesch on

On September 6, 2019, the Securities and Exchange Commission’s Division of Corporation Finance (the “Division”) announced changes to how the Division provides responses under the Rule 14a-8 no-action request process. As...more

Snell & Wilmer

Corporate Communicator - Winter 2018-2019

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SEC Adopts Final Rules for Disclosure of Hedging Policies. On December 18, 2018, the SEC approved final rules regarding the disclosure of a company’s hedging practices or policies, as mandated by the Dodd-Frank Act. This...more

Mintz

Preparation for 2017 Fiscal Year-End SEC Filings and 2018 Annual Shareholder Meetings

Mintz on

As our clients and friends know, each year Mintz Levin provides an analysis of the regulatory developments that impact public companies as they prepare for their fiscal year-end filings with the Securities and Exchange...more

Manatt, Phelps & Phillips, LLP

SEC Provides Greater Deference to Public Company Boards

On Nov. 1, 2017, the Securities and Exchange Commission (SEC) issued Staff Legal Bulletin No. 14I(CF), which articulates important interpretive guidance relating to shareholder proposals submitted to public companies for...more

Foley & Lardner LLP

SEC Issues New Guidance on Shareholder Proposals

Foley & Lardner LLP on

On November 1, 2017, the Division of Corporation Finance of the U.S. Securities and Exchange Commission (SEC) released Staff Legal Bulletin No. 14I (SLB 14I), which provides important guidance to public companies reviewing...more

Robinson+Cole Data Privacy + Security Insider

Shareholders’ Derivative Suit Against Home Depot Dismissed

On November 30, 2016, The Home Depot, Inc. (Home Depot) got a victory in the shareholders’ derivative suit filed against it for its alleged failure to institute necessary controls to secure its data relating to its 2014...more

Holland & Knight LLP

SEC Approves Final Rules for Pay Ratio Disclosure

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The Securities and Exchange Commission (SEC) adopted the final "pay ratio" disclosure rules to implement Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act) at an open meeting on...more

Stinson - Corporate & Securities Law Blog

Say-On-Pay Vote Did Not Create Disclosure Obligation

In Liang v. Berger, the plaintiff in a derivative action alleged the officers and directors of ARAID Pharmaceuticals failed to disclose material negative information about a drug under development in a timely manner. Among...more

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