News & Analysis as of

Corporate Governance Management Proposals

Cooley LLP

Blog: Is The Noose Tightening Around The Shareholder Proposal Rules?

Cooley LLP on

In remarks this week before the Chamber of Commerce, new SEC Chair Jay Clayton indicated that the SEC will be taking a hard look at the shareholder proposal rules. As reported in thedeal.com, Clayton advised that it is “very...more

Dorsey & Whitney LLP

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

Dorsey & Whitney LLP on

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

Stoel Rives LLP

In Case You Missed It - Interesting Items for Corporate Counsel - March 2015

Stoel Rives LLP on

It's difficult to discern “trends” from reactions to date on proxy access proposals, but here are some data points: Three companies, including two on the NY Comptroller’s 75-company target list have adopted...more

Cooley LLP

Blog: Institutional Investors Speak Out On Proxy Access And Conflicting Proposals

Cooley LLP on

Earlier this month, the SEC’s Investor Advisory Committee devoted part of its agenda to the topic of proxy access and the much debated Rule 14a-8(i)(9), which permits companies to exclude shareholder proposals from their...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

Cooley LLP

Blog: Speakers Comment On Exclusion Of Shareholder Proposals As False And Misleading, Rule 14a-8(i)(3)

Cooley LLP on

At the PLI conference on February 10, Corp Fin Director Keith Higgins, while focusing primarily on the issue du jour of Rule 14a-8(i)(9), the rule that permits companies to exclude from their proxy statements shareholder...more

Cooley LLP

Blog: ISS Announces Its Position On Proxy Access And Exclusion Of Shareholder Proposals

Cooley LLP on

Yesterday, ISS issued long-awaited FAQs regarding its policy with respect to shareholder proposals for proxy access and its position on exclusion of shareholder proposals under Rule 14a-8(i)(9). ...more

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