On November 3, 2021, the staff of the Division of Corporation Finance (the Staff) of the US Securities and Exchange Commission (the SEC) issued Staff Legal Bulletin No. 14L (CF) (SLB 14L) relating to shareholder proposals...more
On November 3 the SEC’s Division of Corporation Finance issued Staff Legal Bulletin 14L (SLB 14L) to provide new guidance on the application of the “ordinary business” and “economic relevance” exceptions to a public company’s...more
The SEC’s Division of Corporation Finance recently published Legal Bulletin 14L (CF) (the “Bulletin”) providing updated guidance on excluding shareholder proposals under Rule 14a-8 under the Exchange Act. Specifically, the...more
The SEC Division of Corporation Finance announced it has rescinded Staff Legal Bulletin (“SLBs”) Nos. 14I, 14J and 14K after a review of staff experience applying the guidance in them. Public companies relied on the guidance...more
Climate-related issues have taken on an enhanced level of concern at the federal government level since the Biden administration rejoined the Paris Agreement in an effort to stem climate change impacts, and the administration...more
On November 3, 2021, the U.S. Securities and Exchange Commission (SEC) issued a Staff Legal Bulletin (SLB 14L) limiting the ability of public companies to exclude from proxy statements shareholder proposals that relate to...more
On November 3, 2021, the staff of the Division of Corporation Finance (Staff) of the US Securities and Exchange Commission (Commission) issued Staff Legal Bulletin No. 14L (SLB 14L), providing information regarding the...more
On November 3, 2021, the Division of Corporation Finance (“Corp Fin”) of the U.S. Securities Exchange Commission (“SEC”) released Shareholder Proposals: Staff Legal Bulletin No. 14L(CF) (the “SLB”) to provide information for...more
The COVID-19 pandemic has caused unprecedented economic disruptions worldwide. Businesses that were previously flourishing are now seeing rapid declines in demand and revenue, disruptions in their supply chains, and other...more
The Background: SEC Staff Legal Bulletin 14K offers new guidance for companies seeking to exclude Rule 14a-8 shareholder proposals relating to a company's "ordinary business" operations. The Issue: The SEC's previously...more
The SEC’s Division of Corporation Finance recently provided helpful clarity regarding the exclusion of certain shareholder proposals under Rule 14a-8. The guidance, Staff Legal Bulletin No. 14K, relates to the “ordinary...more
In November 2017, the staff of the Division of Corporation Finance (Staff) of the Securities and Exchange Commission (SEC) issued guidance concerning companies’ ability to exclude shareholder proposals from their proxy...more
On October 23, the SEC’s Division of Corporation Finance issued Staff Legal Bulletin No. 14J (CF) (SLB 14J) to provide new guidance on the application of the “ordinary business” and “economic relevance” exceptions to a public...more
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
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
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
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
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
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
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
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
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
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
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
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