News & Analysis as of

Shareholder Proposals

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

Reminders for US Public Companies for the 2018 Annual Reporting and Proxy Season

by White & Case LLP on

This memorandum outlines certain considerations for US public companies in preparation for the 2018 annual reporting and proxy season. Part I of this memorandum discusses new developments and practical action items for the...more

Blog: Get used to it— “lap dog” may now be a favored adjective in shareholder proposals

by Cooley LLP on

From here on out, I guess you can count on seeing your directors described as “lap dogs” in some shareholder proposals or, more accurately, nascent or possible lap dogs. (That helps, doesn’t it?) That’s because, in three...more

[Webinar] Outlook 2018: How companies are addressing hot-button shareholder issues and winning approval - January 18th, 1:00pm ET

by Hogan Lovells on

In conjunction with the Equilar report, Corporate Governance Outlook 2018, featuring commentary by Hogan Lovells and Donnelley Financial Solutions, this webinar will explore upcoming trends for the 2018 proxy season and...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

Corporate Communicator - 2018 Annual Meeting Season

by Snell & Wilmer on

Dear clients and friends, We present our traditional year-end issue of Snell & Wilmer’s Corporate Communicator to help you prepare for the upcoming annual report and proxy season. This issue highlights SEC reporting and...more

Issuers Seek to Exclude Images from Shareholder Proposals Under SLB 14I

Among other things, SEC Staff Legal Bulleting No. 14I provides guidance on excluding images from shareholder proposals. SLB14I provides the Division of Corporation Finance’s view that, consistent with recent no-action letter...more

Proxy Season is Coming

by Locke Lord LLP on

The 2018 proxy season is almost upon us. This QuickStudy recaps some important policy updates and new disclosure requirements to keep in mind as proxy preparations begin in earnest this winter....more

Top 10 Topics for Directors in 2018

EXECUTIVE SUMMARY - 1. Cybersecurity threats. Cybersecurity preparedness is essential in 2018 as the risk of, and associated adverse impact of, breaches continue to rise. The past year redefined the upward bounds of the...more

Preparing for the 2018 Public Company Reporting Season

by Perkins Coie on

In anticipation of the upcoming annual report and proxy season, we are highlighting new requirements and trends for public companies in 2018....more

2018 Proxy Season – Quick Reference Guide

by Shearman & Sterling LLP on

Death, taxes and proxy season. Although it may seem like you just filed your 2017 proxy, the 2018 proxy season is on the horizon. This quick reference guide identifies considerations based on themes from 2017, offers...more

Would Glass Lewis Have Anything To Do If It Were Consistent?

by Allen Matkins on

If there is a foolish consistency might there also be a foolish inconsistency? Compare the following two statements by Glass, Lewis & Co., LLC in its 2018 Proxy Paper Guidelines...more

Preparing for the Shareholder Proposal Season

On November 16, 2017, Skadden held our webinar “Preparing for the Shareholder Proposal Season.” The panelists were Michael Garland, Assistant Comptroller for Corporate Governance and Responsible Investment in the Office of...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

ISS Releases 2018 Voting Policy Updates

by White & Case LLP on

On November 16, 2017, Institutional Shareholder Services ("ISS") published updates to its benchmark proxy voting policy applicable to shareholder meetings held on or after February 1, 2018. The policy updates are the...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

Securities and Corporate Governance Update – November 2017

by Bryan Cave on

Planning for the 2018 Proxy Season - There are number of important considerations that public companies should be aware of as they begin preparing for the 2018 proxy season, including potential changes in law, pay ratio...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

Summary of ISS 2018 Americas Proxy Voting Guidelines Specific to US Public Companies

by Morgan Lewis on

The updated ISS guidelines are effective for meetings on or after February 1, 2018. On November 16, 2017, Institutional Shareholder Services (ISS) published its 2018 Americas Proxy Voting Guidelines Updates. The following...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

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

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