News & Analysis as of

Proxy Statements Proposed Amendments Shareholder Proposals

Allen Matkins

Fidelity National Financial, Inc. Takes Another Run On Nevada Move

Allen Matkins on

Last year, I reported that the stockholders of Fidelity National Financial, Inc. had failed to approve a proposal to convert the corporation from a Delaware to a Nevada corporation.  The company has not given up on the...more

Eversheds Sutherland (US) LLP

SEC moves forward to revise shareholder proposal rule

​​​​​​​On July 14, 2022, the SEC voted 3-2 to propose a rule adopting amendments to Rule 14a-8 (the Proposed Amendments), which requires companies subject to the federal proxy rules to include certain shareholder proposals in...more

Kohrman Jackson & Krantz LLP

SEC Proposes to Narrow Bases for Excluding Shareholder Proposals

On July 13, 2022, the Securities and Exchange Commission (SEC) proposed rule changes that would make it harder for reporting companies to exclude shareholder proposals from their proxy statement by narrowing certain existing...more

Procopio, Cory, Hargreaves & Savitch LLP

Recently Proposed SEC Amendments to the Shareholder Proposal Rule May Further Affect Shareholder Proposals Related to Greenhouse...

The Securities and Exchange Commission (SEC) has proposed amendments to Rule 14a-8 that revise three of the thirteen existing bases for the exclusion of shareholder proposals from a publicly traded company’s proxy statement...more

BCLP

SEC proposes to amend key elements of certain Rule 14a-8 bases for exclusion of shareholder proposals

BCLP on

On July 13, 2022, by a 3-2 party-line vote, the SEC proposed amendments to Rule 14a-8 to modify three of the existing bases for the exclusion of shareholder proposals from a company’s proxy statement, namely: ,,The...more

Orrick, Herrington & Sutcliffe LLP

The SEC’s Proposed Amendments to Rule 14a-8: Implementing Substantial Changes to the Shareholder Proposal Exclusion Framework

Over the better part of two decades, the SEC has been narrowing the bases for excluding shareholder proposals, resulting in greater access to proxy statements for shareholders to force a vote on a wide array of topics,...more

Morgan Lewis

SEC’s Proposed Rule 14a-8 Amendments Further Signal Support for Inclusion of Shareholder Proposals in Proxy Statements

Morgan Lewis on

The US Securities and Exchange Commission on July 13 proposed amendments to the shareholder proposal rule, which governs the process for including or excluding a shareholder proposal in a company’s proxy statement....more

Goodwin

SEC Proposes Further Limitations on Proxy Statement Exclusion of Shareholder Proposals

Goodwin on

On July 13, 2022, the U.S. Securities and Exchange Commission (the “SEC”) proposed amendments to Rule 14a-8, which specifies the conditions under which companies can exclude shareholder proposals from the company’s proxy...more

Stinson - Corporate & Securities Law Blog

SEC Proposes Changes to Shareholder Proposal Rule

The Securities and Exchange Commission proposed amendments to Exchange Act Rule 14a-8, the shareholder proposal rule, which requires companies subject to the federal proxy rules to include shareholder proposals in their proxy...more

Vedder Price

SEC Proposes Amendments to Shareholder Proposal Rule

Vedder Price on

On November 5, 2019, the SEC issued a release proposing amendments to Rule 14a-8 under the Securities Exchange Act of 1934, which is the rule that governs the process through which shareholders may submit proposals to be...more

Dechert LLP

SEC Proposes Amendments to Modernize Shareholder Proposal Rule

Dechert LLP on

Key Takeaways - Proposed amendments to Rule 14a-8 of the Exchange Act would significantly tighten the procedural and substantive requirements of the “shareholder-proposal rule.”...more

Bass, Berry & Sims PLC

SEC Proposes to Modernize Shareholder Proposal Thresholds and Certain Procedural Elements of Rule 14a-8

Bass, Berry & Sims PLC on

On November 5, the Securities and Exchange Commission (SEC) in a 3-2 decision voted to propose amendments to rules governing shareholder proposals in companies’ proxy statements. These proposed amendments – which seek to...more

Snell & Wilmer

Corporate Communicator - Winter 2018-2019

Snell & Wilmer on

SEC Adopts Final Rules for Disclosure of Hedging Policies. On December 18, 2018, the SEC approved final rules regarding the disclosure of a company’s hedging practices or policies, as mandated by the Dodd-Frank Act. This...more

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