Tag: ordinary business exclusion

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.

Corp Fin Senior Special Counsel discusses new SLB on shareholder proposals

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 implications of the recent SLB 14I on shareholder proposals, particularly the exclusions for “ordinary business” and “economic relevance.” (See this PubCo post.) 

’Tis the season: Corp Fin issues new SLB regarding shareholder proposals

Just in time for the beginning of proxy and shareholder proposal season, Corp Fin has posted Staff Legal Bulletin No. 14I, Shareholder Proposals.  The SLB addresses four issues:

the scope and application of Rule 14a-8(i)(7) (the “ordinary business” exclusion);
the scope and application of Rule 14a-8(i)(5) (the “economic relevance” exclusion);
proposals submitted on behalf of shareholders (shareholder proposals by proxy); and
the use of graphics and images consistent with Rule 14a-8(d) (the 500-word limitation).

Trinity Wall Street withdraws cert petition in connection with shareholder proposal to Wal-Mart

by Cydney Posner 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 be sharing its views of the ordinary business […]

Corp Fin issues new SLB providing guidance on Rule 14a-8 exclusions for “conflicting proposals” and “ordinary business”

by Cydney Posner 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 proposals); and the scope and application of Rule 14a-8(i)(7) (the exclusion for ordinary business) in light of Trinity […]

Third Circuit renders opinion in Trinity Wall Street v. Wal-Mart (and admonishes SEC to issue new guidance)

by Cydney Posner 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 policy regarding the sale of high-capacity firearms and other dangerous products. Wal-Mart sought to […]