Shareholder proposal rule
In the case of Trinity Wall Street v. Wal-Mart Stores, Inc. (see this PubCo post), Trinity has asked to withdraw its petition to SCOTUS for cert, and the petition has been dismissed under Rule 46. As a result, SCOTUS won’t...more
On October 22, 2015, the Division of Corporation Finance (the “Division”) of the Securities and Exchange Commission (SEC) issued clarifying guidance upending previous interpretations regarding the exclusion of conflicting...more
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
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
The Division of Corporation Finance of the U.S. Securities and Exchange Commission (Staff) recently published Staff Legal Bulletin No. 14H (SLB), which provides important new guidance for companies that may receive...more
On October 22, 2015, the staff of the Division of Corporation Finance (the “Division”) of the U.S. Securities and Exchange Commission (SEC) released the highly anticipated Staff Legal Bulletin No. 14H (SLB 14H) concerning...more
In Staff Legal Bulletin 14H released on October 22, 2015, the staff of the SEC’s Division of Corporation Finance weighed in on two important means by which a company may exclude a shareholder proposal from company proxy...more
Yesterday, just in time for the start of the proxy season, the Securities and Exchange Commission published its eagerly-awaited guidance on two shareholder proposal exclusions – Rule 14a-8(i)(9) (“directly conflicts”...more
Corp Fin today posted Staff Legal Bulletin 14H providing guidance on two key issues regarding shareholder proposals under Rule 14a-8: - the scope and application of Rule 14a-8(i)(9) (the exclusion for conflicting...more
The SEC has completed its previously announced review of when a shareholder proposal may be excluded under Rule 14a-8(i)(9) because it directly conflicts with another proposal. The SEC believes the Rule was intended to...more
You might recall Trinity Wall Street v. Wal-Mart Stores Inc, a case involving a shareholder proposal requesting that Wal-Mart’s board of directors develop a policy regarding the sale of high-capacity firearms, such as the...more
On July 6, 2015 the Third Circuit Court of Appeals issued its eagerly awaited opinion in Trinity Wall Street v. Wal-Mart Stores, Inc., addressing the question of what constitutes a company’s ordinary business operations and...more
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
On July 6, the United States Court of Appeals for the Third Circuit issued an opinion overturning the November 2014 ruling of the United States District Court for the District of Delaware that Wal-Mart Stores, Inc. had...more
The SEC has finally proposed clawback rules, here, required by Section 954 of the Dodd-Frank Act. When adopted, the rules will require stock exchanges to propose and adopt listing standards that implement the requirements;...more
Yesterday, the Third Circuit finally rendered its opinion in Trinity Wall Street v. Wal-Mart Stores Inc, a case involving a shareholder proposal submitted by Trinity Wall Street requesting that Wal-Mart’s board develop a...more
The Third Circuit has issued its decision in the case of Trinity Wall Street v Wal-Mart Stores, Inc. To try and put it simply, Wal-Mart argued Trinity’s shareholder proposal dressed up a matter related to the ordinary...more
On April 14, 2015, the Third Circuit Court of Appeals vacated an injunction against Wal-Mart that would have required it to include a shareholder proposal in its 2015 annual proxy statement. Wal-Mart will now be able to omit...more
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
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
We knew someone would do this for us if we just waited long enough. A summary of early trends in proxy access responses suggests most are including the shareholder proposal and recommending a no vote. See here. Only a single...more
No sooner did I post regarding oral argument in the appeal of Trinity Wall Street v. Wal-Mart Stores, Inc than I find that the Third Circuit has just issued an Order...more
Last week, the 3rd Circuit heard oral argument in the appeal of Trinity Wall Street v. Wal-Mart Stores, Inc., a decision by a federal district court in Delaware that had enjoined Wal-Mart from relying on the “ordinary...more
In late November of 2014, a federal district court in Delaware ruled that Wal-Mart must include in its 2015 proxy materials a shareholder proposal seeking heightened board oversight concerning the societal, community, and...more
A group comprised of parents whose children or spouses were victims in the Sandy Hook tragedy, together with the Law Center to Prevent Gun Violence, have filed a brief in support of Trinity Wall Street in a case where...more