On November 3, 2021, the staff of the Division of Corporation Finance (Staff) of the US Securities and Exchange Commission (Commission) issued Staff Legal Bulletin No. 14L (SLB 14L), providing information regarding the...more
Since 2015, pay gap disclosure has been front and center on the activist shareholder proposal landscape from an employment and workforce perspective. Following closely on the heels of tragic events of last summer and the...more
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
The U.S. Securities and Exchange Commission (SEC) issued rule updates and guidance in 2019 that are intended to simplify certain public reporting requirements, clarify the staff’s expectations with respect to no-action relief...more
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
On October 16, 2019, the Securities and Exchange Commission’s (“SEC”) Division of Corporation Finance (“Corp Fin”) issued Staff Legal Bulletin No. 14K (“SLB 14K”) addressing shareholder proposals. This guidance follows Corp...more
SEC/CORPORATE - SEC Issues Legal Bulletin Regarding Shareholder Proposals Exclusion - On October 16, the staff of the Division of Corporation Finance (Staff) of the Securities and Exchange Commission issued Staff...more
What seems to be the Rule 14a-8 exclusion du jour? My vote goes to Rule 14a-8(i)(7), the “ordinary business” exclusion—sort of a perpetual home renovation project for the staff. As you may recall, in Staff Legal Bulletins...more
In October last year, Corp Fin issued a new staff legal bulletin on shareholder proposals, 14J, that examined the exception under Rule 14a-8(i)(7), the “ordinary business” exception, addressing, among other topics, the...more
Post-shutdown, the SEC is starting to catch up on no-action requests to exclude shareholder proposals, posting several new entries at the end of last week. While most of the responses reflected withdrawals of requests in...more
On the heels of the release of SLB 14J, Corp Fin has posted a couple of new no-action letters that shed some more light on the “ordinary business” exclusion of Rule 14a-8(i)(7). As you may recall, in SLB 14J, the staff...more
One year after providing guidance on the ordinary business and economic relevance exceptions under Rule 14a-8, the Securities and Exchange Commission has revisited the issue. Our Securities Group investigates this follow-up...more
In anticipation of the upcoming annual report and proxy season, we are highlighting new requirements and trends for public companies in 2018....more
On November 1, 2017, the Staff of the SEC’s Division of Corporation Finance released Staff Legal Bulletin No. 14I (“SLB 14I”), which provides new guidance on how the Staff will evaluate arguments for omission of a shareholder...more
In the closely watch area of shareholder proposals, Apple is seeking to exclude a shareholder proposal regarding the establishment of a Human Rights Committee because it involves the company’s ordinary business operations...more
On Nov. 1, 2017, the Securities and Exchange Commission (SEC) issued Staff Legal Bulletin (SLB) No.14I to provide additional guidance related to shareholder proposals and Exchange Act Rule 14a-8. Specifically, the SLB...more
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
On October 22, 2015, the staff of the SEC Division of Corporation Finance issued Staff Legal Bulletin No. 14H (SLB 14H), which provides significant guidance for companies about the Staff’s views on the scope and application...more
On October 22, 2015, the Securities and Exchange Commission (the SEC) staff issued Staff Legal Bulletin No. 14H, providing guidance on important issues arising under Rule 14a-8 under the Securities Exchange Act of 1934, as...more
The Division of Corporation Finance of the U.S. Securities and Exchange Commission (Staff) recently published Staff Legal Bulletin No. 14H (SLB), which provides important new guidance for companies that may receive...more
On October 22, 2015, the staff of the Division of Corporation Finance (the “Division”) of the U.S. Securities and Exchange Commission (SEC) released the highly anticipated Staff Legal Bulletin No. 14H (SLB 14H) concerning...more