News & Analysis as of

Shareholder Proposals

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

Blog: Corp Fin Senior Special Counsel discusses new SLB on shareholder proposals

by Cooley LLP on

On a webcast today, “Shareholder Proposals: Corp Fin Speaks,” presented by TheCorporateCounsel.net, Matt McNair, Senior Special Counsel in Corp Fin’s Office of Chief Counsel, provided some “soft” guidance regarding the...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

Corporate and Financial Weekly Digest - Volume XII, Issue 43

by Katten Muchin Rosenman LLP on

SEC/CORPORATE - On November 1, the Division of Corporation Finance of the Securities and Exchange Commission (Division) published Staff Legal Bulletin No. 14I (SLB 14I), which provides new, issuer-friendly guidance on...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

by Bryan Cave on

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

Blog: ’Tis the season: Corp Fin issues new SLB regarding shareholder proposals

by Cooley LLP on

Just in time for the beginning of proxy and shareholder proposal season, Corp Fin has posted Staff Legal Bulletin No. 14I, Shareholder Proposals. ...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

Preparing REITs for Shareholder Activists

by King & Spalding on

Hostile public company investors routinely garner headline coverage in media outlets like the New York Times and the Wall Street Journal by engaging in aggressive tactics with public companies – a strategy typically referred...more

2017 Proxy Season Results in Silicon Valley and Large Companies Nationwide

by Fenwick & West LLP on

This companion supplement to the Fenwick survey, “Corporate Governance Practices and Trends: A Comparison of Large Public Companies and Silicon Valley Companies,” covers trends in stockholder voting at annual meetings in the...more

Shareholder proposal rule

by Ropes & Gray LLP on

Keith Higgins, chair of Ropes & Gray’s securities & governance practice, examines SEC Rule 14a-8, the shareholder proposal rule. ______ SEC Rule 14a-8, the shareholder proposal rule, allows a shareholder who’s owned at...more

ISS Seeks Comment on Updated Policies Including Gender Pay Gap

ISS has made available for public comment certain proposed changes to ISS’ benchmark voting policies for 2018 that could generally become effective for the upcoming proxy season. ...more

Blog: In Senate Testimony, SEC Chair Offers Insights Into His Thinking On A Variety Of Issues Before The SEC

by Cooley LLP on

In testimony last week before the Senate Committee on Banking, Housing and Urban Affairs, SEC Chair Jay Clayton gave us some insight into his thinking about a number of issues, including cybersecurity at the SEC,...more

Preliminary Planning for the 2018 Proxy Season

Rule 14a-21(b) requires a say-on-pay frequency vote every six years. Many issuers included a frequency vote in their 2017 proxy because they were subject to the initial rules when they became effective for shareholders’...more

Vanguard Shareholder Climate Change Proposal Withdrawn

by Dorsey & Whitney LLP on

As previously reported on this blog, Vanguard received a shareholder proposal requesting additional disclosure on its climate change voting record, and the proposal was scheduled to appear on the agenda for Vanguard’s 2017...more

Blog: Asset Managers Support Shareholder Proposals For Board Diversity—Will It Make A Difference?

by Cooley LLP on

There’s been chatter about board gender diversity for a long time and, while there has been some modest progress, we have yet to see any dramatic breakthroughs. Now some of the largest asset managers are not just talking the...more

Blog: Corp Fin Refuses To Allow Exclusion Of New Form Of Proxy Access Fix-It Proposal

by Cooley LLP on

It ain’t over till it’s over, as they say. You may have thought that, after the series of staff no-action positions allowing exclusion of so-called “fix-it” proposals during the last proxy season, we had seen the last of...more

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