News & Analysis as of

Board of Directors Rule 14a-8 Shareholders

Cooley LLP

Exxon court challenge to Arjuna shareholder proposal survives dismissal

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You may recall that, in January, ExxonMobil filed a lawsuit against Arjuna Capital, LLC and Follow This, the two proponents of a climate-related shareholder proposal submitted to Exxon, seeking a declaratory judgment that it...more

A&O Shearman

2023 Proxy Season Quick Reference Guide

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The 2023 proxy season is just around the corner. This quick reference guide, which is intended to supplement Shearman & Sterling’s 20th Annual Corporate Governance & Executive Compensation Survey, summarizes themes from the...more

Skadden, Arps, Slate, Meagher & Flom LLP

Preparing for the Shareholder Proposal Season - December 2021

On November 16, 2021, Skadden held a webinar titled “Preparing for the Shareholder Proposal Season.” The panelists were Gianna McCarthy, Director of Corporate Governance for the Office of the New York State Comptroller (New...more

BCLP

Excluding a Shareholder Proposal? Not So Fast…

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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

Fenwick & West LLP

SEC Adopts Guidance Likely to Lead to More Policy-Related Shareholder Proposals

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On November 3, 2021, the Staff of the Securities and Exchange Commission’s Division of Corporation Finance issued Staff Legal Bulletin No. 14L (the New SLB), which will make it more difficult for companies to exclude social...more

Sheppard Mullin Richter & Hampton LLP

Precautionary and Prudency Measures for Boards Addressing COVID-19 Business Uncertainties

The COVID-19 pandemic has caused unprecedented economic disruptions worldwide. Businesses that were previously flourishing are now seeing rapid declines in demand and revenue, disruptions in their supply chains, and other...more

Eversheds Sutherland (US) LLP

Considerations for the 2020 proxy season

Companies preparing for their annual shareholder meetings will need to consider a variety of factors, including new guidance from the Securities and Exchange Commission (SEC) and recommendations from Glass, Lewis & Co. (Glass...more

Jones Day

Our Perspective: SEC Should Truly Take "No Action" on Rule 14a-8 Shareholder Proposal Requests

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The Background: The U.S. Securities and Exchange Commission ("the SEC") has announced that it may no longer review no-action letter requests relating to shareholder proposals submitted to companies under Rule 14a-8. The SEC...more

WilmerHale

Shareholder Proposals

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What Is a Proposal? Rule 14a-8(a) defines a shareholder proposal as a ‘‘recommendation or requirement that the company and/or its board of directors take action, which you intend to present at a meeting of the company’s...more

Cooley LLP

Blog: What happened at the SEC’s proxy process roundtable?

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At last week’s proxy process roundtable, three panels, each moderated by SEC staff, addressed three topics: - proxy voting mechanics and technology—how can the accuracy, transparency and efficiency of the proxy voting and...more

Fenwick & West LLP

New Guidance from SEC Encourages Board Involvement in Excluding Certain Shareholder Proposals

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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

Bracewell LLP

SEC Releases New Guidance on Shareholder Proposals

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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

Katten Muchin Rosenman LLP

Corporate and Financial Weekly Digest - Volume X, Issue 42

SEC/CORPORATE - ISS Releases 2016 Draft Voting Policy Changes for Comment - On October 26, Institutional Shareholder Services (ISS), a leading proxy advisory firm, released for comment draft voting policy changes...more

Cooley LLP

Blog: Corp Fin Issues New SLB Providing Guidance On Rule 14a-8 Exclusions For “Conflicting Proposals” And “Ordinary Business”

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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

Latham & Watkins LLP

Proxy Access In The 2015 Season

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Rhonda Brauer is a senior managing director of corporate governance at Georgeson Inc. where she helps companies enhance their shareholder communications and analyze their governance practices. She recently joined Latham &...more

Parker Poe Adams & Bernstein LLP

2015 Proxy Season: What to Expect

As we approach this year’s proxy season, it is a good time to reflect on last year’s developments and to plan for this year’s hot topics. A Look Back - In addition to reviewing your own shareholder voting results...more

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