News & Analysis as of

Ordinary Business Exception

SEC’s Mixed Guidance on Apple Environmental and Human Rights Shareholder Proposals Provides Clarification on CSR Proposals

Recent, seemingly disparate action by the Securities and Exchange Commission (SEC) with respect to two shareholder proposals may leave companies and shareholders confused as to whether companies may exclude shareholder...more

SEC Staff’s Latest Guidance Presents Dilemma for Companies Seeking to Exclude Shareholder Proposals on Environmental and Social...

by Dorsey & Whitney LLP on

On November 1, 2017, the SEC Division of Corporation Finance issued a Staff Legal Bulletin No. 14I (“SLB 14I”), which includes guidance on the scope and application of the “ordinary business” basis for excluding shareholder...more

SEC Denies No Action Request Despite Board Analysis under SLB 14I

Apple sought to exclude a shareholder proposal regarding the establishment of a Human Rights Committee on the basis that it involved the company’s ordinary business operations under Rule 14a-8(i)(7)....more

New Guidance from SEC Encourages Board Involvement in Excluding Certain Shareholder Proposals

by Fenwick & West LLP on

The staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission on November 1, 2017, issued a new Staff Legal Bulletin regarding shareholder proposals under Rule 14a-8. Staff Legal Bulletin 14I...more

Apple Seeks to Exclude Shareholder Proposal Based on Board Process in SLB 14I

In the closely watch area of shareholder proposals, Apple is seeking to exclude a shareholder proposal regarding the establishment of a Human Rights Committee because it involves the company’s ordinary business operations...more

M&A Update: SEC Issues Guidance on Issuers’ Ability to Exclude Shareholder Proposals under Rule 14a-8

On November 1, 2017, the staff of the Division of Corporate Finance of the Securities and Exchange Commission published Staff Legal Bulletin No. 14I. SLB 14I provides additional guidance to companies and shareholders...more

SEC Provides Greater Deference to Public Company Boards

On Nov. 1, 2017, the Securities and Exchange Commission (SEC) issued Staff Legal Bulletin No. 14I(CF), which articulates important interpretive guidance relating to shareholder proposals submitted to public companies for...more

SEC Issues Additional Guidance Related to Shareholder Proposals

by BakerHostetler on

On Nov. 1, 2017, the Securities and Exchange Commission (SEC) issued Staff Legal Bulletin (SLB) No.14I to provide additional guidance related to shareholder proposals and Exchange Act Rule 14a-8. Specifically, the SLB...more

SEC Releases Timely Guidance on Shareholder Proposals

by White & Case LLP on

On November 1, 2017, the staff (the "Staff") of the Division of Corporation Finance of the Securities and Exchange Commission (the "SEC") released Staff Legal Bulletin No. 14I (the "Guidance"), providing guidance on the...more

SEC Releases New Guidance on Shareholder Proposals

by Bracewell LLP on

On November 1, 2017, the Staff of the Division of Corporation Finance of the Securities and Exchange Commission published in Staff Legal Bulletin No. 14I guidance relating to the excludability of certain shareholder proposals...more

SEC Issues New Guidance on Shareholder Proposals

by Foley & Lardner LLP on

On November 1, 2017, the Division of Corporation Finance of the U.S. Securities and Exchange Commission (SEC) released Staff Legal Bulletin No. 14I (SLB 14I), which provides important guidance to public companies reviewing...more

SEC’s Division of Corporation Finance Publishes Staff Legal Bulletin No. 14I on Shareholder Proposals

On November 1, 2017, the Division of Corporation Finance (Division) of the Securities and Exchange Commission (SEC) released Staff Legal Bulletin No. 14I (SLB No. 14I) to offer guidance on the scope and application of Rules...more

SEC Issues New Guidance on Shareholder Proposals

by Foley & Lardner LLP on

On November 1, 2017, the Division of Corporation Finance of the U.S. Securities and Exchange Commission (SEC) released Staff Legal Bulletin No. 14I (SLB 14I), which provides important guidance to public companies reviewing...more

SEC Provides Guidance on Exclusion of Shareholder Proposals

by Alston & Bird on

Just in time for the 2018 proxy season, the Securities and Exchange Commission released guidance on the ordinary business and economic relevance exceptions under Rule 14a-8. Our Securities Group breaks down the new guidance...more

SEC Staff Gives Company Boards Central Role in 14a-8 ‘Ordinary Business’ and ‘Economic Relevance’ Exclusions

by Shearman & Sterling LLP on

On November 1, 2017, the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (SEC) issued Staff Legal Bulletin No. 14I (SLB 14I) on shareholder proposals, which sets out a...more

SEC Staff Issues New Shareholder Proposals Guidance

The Division of Corporation Finance (Staff) of the U.S. Securities and Exchange Commission (SEC) recently published Staff Legal Bulletin No. 14I (SLB 14I), which provides important new and timely guidance for companies and...more

Staff Issues New Guidance on Excluding Shareholder Proposals

On November 1, 2017, the staff of the Division of Corporation Finance issued Staff Legal Bulletin No. 14I (SLB 14I), providing guidance on the excludability of shareholder proposals under Exchange Act Rules 14a-8(i)(7)...more

SEC Issues New Guidance on Several Exclusions under Rule 14a-8

by Ropes & Gray LLP on

On November 1, 2017, the SEC’s Division of Corporation Finance (the Division) issued Staff Legal Bulletin No. 14I (the SLB) on shareholder proposals. The SLB provides guidance on: (i) the application of Rule 14a-8(i)(7), the...more

SEC Releases Pro-Issuer Guidance on Shareholder Proposals

by Stinson Leonard Street on

The U.S. Securities and Exchange Commission staff’s release of Staff Legal Bulletin No. 14I ahead of the upcoming proxy season appears to reflect several issuer-friendly modifications to the staff’s processing of no-action...more

SEC Staff Releases Pro-Issuer Guidance on Shareholder Proposals

The staff’s release of Staff Legal Bulletin No. 14I (“SLB 14I”) ahead of the upcoming proxy season, appears to reflect several issuer-friendly modifications to the staff’s processing of no-action letters seeking exclusion of...more

SEC Provides Guidance on Exclusion of Shareholder Proposals Under the “Ordinary Business” and “Direct Conflict” Exclusions of Rule...

by Foley Hoag LLP on

On October 22, 2015, the staff of the SEC’s Division of Corporation Finance issued Staff Legal Bulletin No. 14H (SLB 14H), which addresses issues related to shareholder proposals that conflict with a company’s own proposal or...more

SEC Staff Clarifies Guidance on Exclusion of Conflicting Shareholder Proposals and the Ordinary Business Operations Basis for...

On October 22, 2015, the Division of Corporation Finance (the “Division”) of the Securities and Exchange Commission (SEC) issued clarifying guidance upending previous interpretations regarding the exclusion of conflicting...more

Financial Services Weekly News - November 2015

by Goodwin on

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

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

by Goodwin on

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

SEC Issues New Guidance On Exclusions Under Rule 14a-8

by White & Case LLP on

New SEC guidance limits the ability of companies to exclude shareholder proposals under the "conflicting proposal" and "ordinary business" exclusions of Rule 14a-8. On October 22, 2015, the staff of the Division of...more

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