Securities Exchange Act, Shareholder Proposals

Courting Shareholder Proposals: ExxonMobil Sidesteps SEC and Sues to Block Scope 3 Shareholder Proposal - UPDATED February 2, 2024

Vinson & Elkins LLP on 2/5/2024

ExxonMobil (“Exxon”) filed a complaint in the U.S. District Court for the Northern District of Texas on Sunday, January 21, 2024, seeking a declaratory judgment to exclude a shareholder proposal from its proxy statement...more

SEC Proposes Revisions to Shareholder Proposal Rules

Ballard Spahr LLP on 8/10/2022

Summary - The Securities and Exchange Commission (SEC) last month proposed revisions to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (Exchange Act), which require companies subject to the federal proxy...more

SEC Proposes to Narrow Bases for Excluding Shareholder Proposals

Kohrman Jackson & Krantz LLP on 8/9/2022

On July 13, 2022, the Securities and Exchange Commission (SEC) proposed rule changes that would make it harder for reporting companies to exclude shareholder proposals from their proxy statement by narrowing certain existing...more

Revisiting Shareholder Proposal Exclusions

Paul Hastings LLP on 7/29/2022

On July 13, 2022, the Securities and Exchange Commission (the “SEC”) proposed amendments (the “Proposed Amendments”) to Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which would revise...more

SEC Revisits Shareholder Proposal Rule

WilmerHale on 7/26/2022

The Securities and Exchange Commission recently revisited two proxy-related matters by (a) adopting amendments to the proxy rules governing proxy voting advice and (b) proposing amendments to the shareholder proposal rule in...more

SEC Proposes Narrowing Grounds for Excluding Shareholder Proposals

A&O Shearman on 7/19/2022

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

SEC Proposes Changes to Shareholder Proposal Rule

Stinson - Corporate & Securities Law Blog on 7/15/2022

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

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

Hogan Lovells on 11/16/2021

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

Excluding a Shareholder Proposal? Not So Fast…

BCLP on 11/15/2021

The SEC’s Division of Corporation Finance recently published Legal Bulletin 14L (CF) (the “Bulletin”) providing updated guidance on excluding shareholder proposals under Rule 14a-8 under the Exchange Act. Specifically, the...more

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

Sullivan & Worcester on 11/10/2021

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

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

Womble Bond Dickinson on 11/8/2021

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

Possible SEC Proxy/Whistleblower Rule U-Turns? Could Reverse Trump-Era Actions

Carlton Fields on 9/17/2021

The SEC, in an unusual move, is reconsidering certain significant proxy rules that it adopted just last year. An SEC announcement of Chair Gary Gensler’s rulemaking agenda states that the Division of Corporation Finance “is...more

SEC Adopts Amendments to Rule 14a-8 Eligibility Standards for Submission of Shareholder Proposals

Foley Hoag LLP - Public Companies & the Law on 11/23/2020

The Securities and Exchange Commission (SEC) adopted amendments to Exchange Act Rule 14a-8, effective January 4, 2021 increasing the economic interest of the shareholder/proponent for eligibility to submit a shareholder...more

Impact of Rule 14a-8 Amendments on Closed-End Funds

Skadden, Arps, Slate, Meagher & Flom LLP on 10/16/2020

On September 23, 2020, the Securities and Exchange Commission (SEC) adopted amendments to the procedural requirements and resubmission thresholds relating to shareholder proposals submitted for inclusion in fund proxy...more

The SEC Adopts Amendments to the Shareholder Proposal Rule

Kilpatrick on 10/12/2020

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

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

Snell & Wilmer on 10/6/2020

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

SEC Amends Shareholder Proposal Eligibility Rules

Mintz - Securities & Capital Markets... on 10/5/2020

On September 23, 2020, the Securities and Exchange Commission (the “SEC”) finalized amendments to certain security ownership thresholds, procedural requirements, and resubmission thresholds under the shareholder proposal...more

SEC Adopts Amendments to Shareholder Proposal Rule

Kramer Levin Naftalis & Frankel LLP on 10/2/2020

On September 23, the Securities and Exchange Commission adopted amendments to the “shareholder proposal rule” set forth in Rule 14a-8 of the Securities Exchange Act of 1934, which governs the process for a shareholder to have...more

SEC Updates Requirements for Shareholder Proposals Included in Company Proxy Statements

McGuireWoods LLP on 10/1/2020

On Sept. 23, 2020, the U.S. Securities and Exchange Commission (SEC) announced the adoption of final rules amending Exchange Act Rule 14a-8 to make the following revisions to requirements for a shareholder to have a proposal...more

SEC Updates Rule 14a-8 Shareholder Proposal Rules

Fenwick & West LLP on 9/30/2020

The U.S. Securities and Exchange Commission on September 23 adopted final rules amending the shareholder proposal rules in Rule 14a-8 of the Securities Exchange Act of 1934. The final rules: - Require that a shareholder...more

SEC Amends Rule 14a-8 to Modernize Shareholder Proposal Requirements

Foley & Lardner LLP on 9/30/2020

On September 23, 2020, the Securities and Exchange Commission (“SEC”) announced that it had adopted amendments to Rule 14a-8 under the Securities Exchange Act of 1934 (the “Amendments”). Rule 14a-8 governs the eligibility, on...more

SEC Approves Changes to Eligibility Requirements for Submitting Shareholder Proposals

Akin Gump Strauss Hauer & Feld LLP on 9/29/2020

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

Amendments to Exchange Act Rule 14a-8

Faegre Drinker Biddle & Reath LLP on 9/28/2020

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

SEC Adopts Amendments to Shareholder Proposal Rules

Skadden, Arps, Slate, Meagher & Flom LLP on 9/26/2020

On September 23, 2020, the Securities and Exchange Commission (SEC) adopted amendments to the procedural requirements and resubmission thresholds relating to shareholder proposals submitted for inclusion in company proxy...more

SEC Modifies Shareholder Proposals Framework

Stinson - Corporate & Securities Law Blog on 9/25/2020

On September 23rd, the Commission adopted rules altering the shareholder proposals submission (and re-submission) framework under Rule 14a-8 of the Exchange Act for the first time in over twenty years....more

Securities Exchange Act › Shareholder Proposals

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