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Securities Exchange Act › Ordinary Business Exception

The Securities Exchance Act is a United States federal statute enacted in 1934 to govern the secondary securities trading market. In addition, the Securities Exchange Act established the Securities and Exchange... more +
The Securities Exchance Act is a United States federal statute enacted in 1934 to govern the secondary securities trading market. In addition, the Securities Exchange Act established the Securities and Exchange Commission (SEC), which is the primary regulatory agency enforcing federal securities laws. less -
Hogan Lovells

SEC staff issues new guidance on shareholder proposals involving social policy issues - SEC Update

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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

BCLP

Excluding a Shareholder Proposal? Not So Fast…

BCLP on

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

Sullivan & Worcester

SEC Staff Issues Legal Bulletin Narrowing Interpretation of Certain Exceptions to Rule 14a-8 Allowing Shareholder Proposals in...

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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

Womble Bond Dickinson

SEC Releases Shareholder Proposal Staff Legal Bulletin Regarding Rule 14a-8 Under the Exchange Act

Womble Bond Dickinson on

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

Manatt, Phelps & Phillips, LLP

SEC Provides Greater Deference to Public Company Boards

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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

BakerHostetler

SEC Issues Additional Guidance Related to Shareholder Proposals

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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

Foley & Lardner LLP

SEC Issues New Guidance on Shareholder Proposals

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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

Goodwin

Financial Services Weekly News - November 2015

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

Cozen O'Connor

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

Cozen O'Connor on

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

Proskauer Rose LLP

Third Circuit Opinion Raises Uncertainty for the Ordinary Business Exclusion in Shareholder Proposals

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On July 6, 2015, the U.S. Court of Appeals for the Third Circuit issued its opinion in Trinity Wall Street v. Wal-Mart Stores, Inc. The holding permitted Wal-Mart Stores, Inc. ("Wal-Mart") to exclude a shareholder proposal...more

Foley Hoag LLP

Third Circuit Lets Wal-Mart Exclude Firearms Proposal Under the “Ordinary Business Operations” Exception

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On April 14, 2015, the U.S. Court of Appeals for the Third Circuit summarily reversed a troubling decision of the Federal District Court in Delaware that required Wal-Mart to include in its 2015 proxy materials a shareholder...more

Skadden, Arps, Slate, Meagher & Flom LLP

"Wal-Mart Wins Appeal of Shareholder Proposal Decision"

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The U.S. Court of Appeals for the Third Circuit issued a decision on April 14, 2015 that reversed a U.S. District Court opinion and vacated a permanent injunction that would have required Wal-Mart Stores, Inc. to include a...more

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