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Management Proposals

Cooley LLP

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

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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

Parker Poe Adams & Bernstein LLP

New SEC Guidance on Proxy Card Descriptions

Amazingly, the SEC staff continues to scrutinize Securities Exchange Rule 14a-4(a)(3)’s proxy card parameters. As you may recall, the staff recently grappled with the ever-murky “unbundling” aspect of that rule: first via...more

Morgan Lewis

Auditing Standard 18 Ramifications for Management’s Related Party Representations

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Companies’ management should consider whether to add a materiality carve-out to the related party representations now being included in management representation letters as a result of the PCAOB’s Auditing Standard No. 18 (AS...more

Dorsey & Whitney LLP

SEC Grants No-Action Relief on Proxy Access Proposals

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Companies that have previously adopted mainstream proxy access bylaws received a vote of confidence from the SEC earlier this month when the agency issued 18 no-action letters, 15 of which allowed the company to exclude...more

McGuireWoods LLP

SEC Staff Legal Bulletin Clarifies Shareholder Proposal Exclusion Analysis

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The Securities and Exchange Commission’s (SEC’s) Division of Corporation Finance (Division) has issued Staff Legal Bulletin No. 14H (SLB14H), which contains guidance on the exclusion of shareholder proposals that...more

Goodwin

Financial Services Weekly News - November 2015

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Regulatory Developments - Client Alert: SEC Issues New Guidance on Excluding Shareholder Proposals under Rule 14a-8: Goodwin Procter’s Capital Markets practice has released a client alert on the SEC’s Division of...more

Goodwin

SEC Issues New Guidance on Excluding Shareholder Proposals under Rule 14a-8

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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

Cozen O'Connor

SEC Issues Staff Legal Bulletin On Shareholder Proposals Under Rule 14a-8

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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

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

Bergeson & Campbell, P.C.

EPA Issues Proposal to Mitigate Exposure to Bees from Acutely Toxic Pesticide Products

The U.S. Environmental Protection Agency’s (EPA) Proposal to Mitigate Exposure to Bees from Acutely Toxic Pesticide Products published in the Federal Register on May 29, 2015, seeks comment on a proposal to adopt mandatory...more

Stoel Rives LLP

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

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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

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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

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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)

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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

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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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