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Shareholders Mary Jo White

Cooley LLP

Blog: Corp Fin Issues New SLB Providing Guidance On Rule 14a-8 Exclusions For “Conflicting Proposals” And “Ordinary Business”

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Corp Fin today posted Staff Legal Bulletin 14H providing guidance on two key issues regarding shareholder proposals under Rule 14a-8: - the scope and application of Rule 14a-8(i)(9) (the exclusion for conflicting...more

Morgan Lewis

SEC Proposes Liquidity Risk Management Rules for Open-End Funds

Morgan Lewis on

In the second step of its five-part plan to enhance registered funds regulations, the SEC has proposed new requirements on portfolio liquidity, risk monitoring, and board oversight. At an open meeting held on September...more

Dechert LLP

U.S. SEC Approves Proposal to Modernize Investment Company Reporting Regime

Dechert LLP on

The U.S. Securities and Exchange Commission (SEC or Commission) unanimously approved a proposal (Proposal) to modernize the reporting of information provided by registered investment companies (funds). Guided by the recent...more

Cooley LLP

Blog: Former SEC Chairs And Commissioners To Chair Mary Jo White: Failure To Mandate Political Spending Disclosure Is...

Cooley LLP on

Today, two former SEC Chairs and one former Commissioner delivered a letter to SEC Chair Mary Jo White politely berating (well, maybe not so politely) her failure to take action on the 2011 rulemaking petition to require...more

Cooley LLP

Blog: White Shares Observations On Shareholder Activism, The Shareholder Proposal Process And Fee-Shifting Bylaws

Cooley LLP on

Today, SEC Chair Mary Jo White spoke at Tulane’s Corporate Law Institute, sharing her observations on the current state of shareholder activism, the shareholder proposal process and fee-shifting bylaws. ...more

Proskauer Rose LLP

SEC Timeout on Proxy Access Issue Has Wider Implications

Proskauer Rose LLP on

On January 16, 2015, the SEC withdrew its December 1, 2014 no-action letter in which it concurred with the view of Whole Foods Market, Inc. that the company was entitled under SEC Rule 14a-8(i)(9) to exclude from its proxy...more

Blank Rome LLP

Withdrawal of Whole Foods No-Action Letter Leaves a Hole in Proxy Access Proposal Defense

Blank Rome LLP on

On January 16, 2015, the Securities and Exchange Commission (SEC) announced that, for the 2015 proxy season, the Division of Corporation Finance will not express any views as to whether a company may exclude a shareholder...more

Sheppard Mullin Richter & Hampton LLP

SEC Staff To Express No Views On Conflicting Shareholder Proposals Under Rule 14a-8(i)(9)

On January 16, 2015, SEC Chair Mary Jo White issued a directive that the staff of the SEC review its position on Rule 14a-8(i)(9) of the Securities Exchange Act of 1934 (the “Exchange Act”). Concurrent with SEC Chair White’s...more

Morrison & Foerster LLP

SEC Suspends Review of Conflicting Shareholder Proposal No-Action Requests

On January 16, 2015, the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the “Staff”) announced that the Staff will express no views on no-action requests, arguing that shareholder proposals...more

Cooley LLP

Blog: Glass Lewis Jumps Into The Fray On Exclusion Of Shareholder Proposals For Proxy Access

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The WSJ reported on Friday afternoon that proxy advisory firm Glass Lewis may recommend against company nominees for director when the company excludes a shareholder proposal for proxy access on the basis of a conflicting...more

Parker Poe Adams & Bernstein LLP

SEC Reverses Course on Proxy Exclusions for Certain Shareholder Proposals

Much is being made of the January 16th statement by SEC Chair Mary Jo White regarding a company’s ability to exclude a shareholder proposal from its proxy statement based on Rule 14a-8(i)(9), which allows exclusion when a...more

Allen Matkins

The SEC’s Rule 14a-8 Process Just Became Even More Pointlessly Outré

Allen Matkins on

Yesterday, Broc Romanek posted on SEC Chair Mary Jo White’s Friday surprise with respect the no-action letter request submitted by Whole Foods Market, Inc. Readers may recall that in December Whole Foods had obtained the...more

Stinson - Corporate & Securities Law Blog

No More SEC No-Action Letters on Proxy Access Proposals

Responding to investor pressure, and pressure by shareholder proponents, the SEC Division of Corporation Finance issued this statement: “In light of Chair White’s direction to the staff to review Rule 14a-8(i)(9) and...more

Morgan Lewis

SEC Chair White Discusses Directors’ Responsibilities

Morgan Lewis on

In a recent speech at the Stanford Directors’ College, SEC Chair Mary Jo White discussed several “things that directors should know about the SEC.” Her speech focused on directors as gatekeepers, self-reporting of wrongdoing,...more

Cadwalader, Wickersham & Taft LLP

Introduction To The SDX Protocol

The Shareholder-Director Exchange (SDX™) is a working group of leading independent directors and representatives from some of the largest and most influential long-term institutional investors. SDX participants came together...more

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