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Dorsey & Whitney LLP

SEC Gets Off the Sidelines - Publishes Guidance on Shareholder Proposal Exclusions

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Yesterday, just in time for the start of the proxy season, the Securities and Exchange Commission published its eagerly-awaited guidance on two shareholder proposal exclusions – Rule 14a-8(i)(9) (“directly conflicts”...more

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

Stinson - Corporate & Securities Law Blog

SEC Provides Guidance on Conflicting Shareholder Proposals and Trinity vs Wal-Mart

The SEC has completed its previously announced review of when a shareholder proposal may be excluded under Rule 14a-8(i)(9) because it directly conflicts with another proposal. The SEC believes the Rule was intended to...more

Cooley LLP

Blog: Third Circuit Renders Opinion In Trinity Wall Street V. Wal-Mart (And Admonishes SEC To Issue New Guidance)

Cooley LLP on

Yesterday, the Third Circuit finally rendered its opinion in Trinity Wall Street v. Wal-Mart Stores Inc, a case involving a shareholder proposal submitted by Trinity Wall Street requesting that Wal-Mart’s board develop a...more

Stinson - Corporate & Securities Law Blog

Third Circuit Issues Decision in Wal-Mart Case

The Third Circuit has issued its decision in the case of Trinity Wall Street v Wal-Mart Stores, Inc. To try and put it simply, Wal-Mart argued Trinity’s shareholder proposal dressed up a matter related to the ordinary...more

Cooley LLP

Blog: Third Circuit Allows Wal-Mart To Exclude Trinity’s Proposal From Its 2015 Proxy Statement

Cooley LLP on

No sooner did I post regarding oral argument in the appeal of Trinity Wall Street v. Wal-Mart Stores, Inc than I find that the Third Circuit has just issued an Order...more

Cooley LLP

Blog: Third Circuit Hears Oral Argument In Trinity Wall Street V. Wal-Mart Stores

Cooley LLP on

Last week, the 3rd Circuit heard oral argument in the appeal of Trinity Wall Street v. Wal-Mart Stores, Inc., a decision by a federal district court in Delaware that had enjoined Wal-Mart from relying on the “ordinary...more

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