News & Analysis as of

Shareholder Proposals

Blog: Tug-Of-War Over Shareholder Proposals For Lobbying Disclosure

by Cooley LLP on

Just like the 2017 Consolidated Appropriations Act, the 2018 Consolidated Appropriations Act expressly precluded the use of any of the appropriated funds for issuance or implementation by the SEC of any rule regarding the...more

Blog: Corp Fin further refines Rule 14a-8(i)(9) exclusion

by Cooley LLP on

In past few years, after Corp Fin issued Staff Legal Bulletin 14H redefining the meaning of “direct conflict” under the Rule 14a-8(i)(9) exclusion for “conflicting proposals,” the staff has continued to fill in the outline of...more

ISS Updates Its US Proxy Voting Research Procedures & Policies FAQs

by White & Case LLP on

On March 29, 2018, Institutional Investor Services ("ISS") updated its US Proxy Voting Research Procedures & Policies frequently asked questions ("FAQs")1 . While the 2018 US proxy season is well underway, these updated FAQs...more

Blog: BDO Identifies Questions Companies May Need To Address At Annual Meetings Of Shareholders This Season

by Cooley LLP on

Just in time to get ready for those annual meetings of shareholders, accounting firm BDO’s Center for Corporate Governance and Financial Reporting has developed a list of topics that companies should be prepared to address at...more

Reminders for Annual Meeting Proxy Materials

When finalizing proxy materials for upcoming annual shareholder meetings, we recommend that public companies consider the following requirements under the Securities and Exchange Commission (SEC) rules and stock exchange...more

Considerations for the 2018 proxy season

Companies preparing for their annual shareholder meetings will need to consider a variety of factors, including new Securities and Exchange Commission (SEC) requirements, guidance from Institutional Shareholder Services, Inc....more

Blog: ISS Highlights Trends In Shareholder Proposals For The 2018 Proxy Season

by Cooley LLP on

In this article, ISS provides a snapshot of shareholder proposals thus far in the 2018 proxy season. The most salient point is that over two-thirds of the proposals in the ISS database related to social or environmental...more

Blog: Corp Fin Grants Relief Under “Economic Relevance” Exclusion Of Rule 14a-8(I)(5)

by Cooley LLP on

You might recall that, in November last year, Corp Fin issued new Staff Legal Bulletin No. 14I, Shareholder Proposals, which, among other things, addressed the “economic relevance” exclusion of Rule 14a-8(i)(5). That rule...more

Blog: Corp Fin’s New Twist On Rule 14a-8(I)(9), The Exclusion For Conflicting Proposals

by Cooley LLP on

This proxy season, after the Corp Fin staff permitted AES Corporation to exclude a shareholder proposal on the basis of Rule 14a-8(i)(9)—the exclusion for a proposal that directly conflicts with a management proposal—the...more

Blog: What’s Happening With Proxy Access Fix-It Shareholder Proposals For This Proxy Season?

by Cooley LLP on

When we last left the saga of proxy access, we had just started a new chapter on so-called “fix-it” shareholder proposals—efforts to revise existing proxy access bylaws to make them more “shareholder-friendly.” You might...more

Blog: Will Corp Fin Revisit (Again) Rule 14a-8(I)(9), The Exclusion For Conflicting Proposals?

by Cooley LLP on

The Council of Institutional Investors has sent a letter to William Hinman, director of Corp Fin, raising objections to the staff’s treatment of a recent shareholder proposal. The staff permitted the company, the AES...more

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

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