Tag: micromanagement

No-action letters provide more insight into “ordinary business” exclusion under Rule 14a-8(i)(7)

On the heels of the release of SLB 14J, Corp Fin has posted a couple of new no-action letters that shed some more light on the “ordinary business” exclusion of Rule 14a-8(i)(7).  As you may recall, in SLB 14J, the staff addressed the nature of the board analysis the staff would find most “helpful” in evaluating a no-action request to exclude a shareholder proposal under Rule 14a-8(i)(7), as well as “micromanagement” as a basis for exclusion under that same Rule.  Most impressive is that, in the response letters, the staff actually includes a sentence or two that provides some insight into the staff’s reasoning.  If you recall, a request for more clarity from the staff was one of the comments raised at the SEC’s proxy roundtable, and the staff appears to have heard.  (See this PubCo post.) Both of the letters were submitted in connection with proposals to Walgreens Boots Alliance.