Tag: proxy access

Environmental shareholder proposals increase in frequency and sophistication, but will they continue to be viable?

by Cydney Posner In this article, the WSJ discusses the increased frequency and sophistication of shareholder proposals regarding the environment. In particular, the piece observes that shareholder proposals focusing on environmental issues have evolved “from requests for greenhouse gas emissions cuts to demands for disclosure of strategies to manage climate […]

Will we see more activists using proxy access?

by Cydney Posner You might recall that, on November 9, 2016, GAMCO Asset Management Inc. (an entity affiliated with activist investor Mario Gabelli) and certain affiliates used the proxy access bylaws recently adopted at National Fuel Gas Company, an NYSE-listed diversified natural gas company, to nominate a candidate for election to […]

Proxy access gets a test drive

by Cydney Posner There’s been a lot of sturm und drang about proxy access, but no one has ever used it to nominate a board candidate…. that is, until now.  CorpGov.net reports that, on November 9, 2016, GAMCO Asset Management Inc. (entity affiliated with activist investor Mario Gabelli) and certain affiliates […]

Corp Fin issues no-action relief for exclusion of a proxy access “fix-it” proposal (but rejects other requests)

by Cydney Posner In September, I blogged about several pending no-action requests seeking exclusion of proposals from the McRitchie/Chevedden group to revise existing proxy access bylaws on the basis that they had been “substantially implemented” under Rule 14a-8(i)(10). As I described it back then, the burning question was whether there […]

Has Corp Fin “evolved” on exclusion of proxy access proposals under Rule 14a-8(i)(10)?

by Cydney Posner Until yesterday, there were five no-action requests regarding proxy access proposals from the McRitchie/Chevedden group awaiting responses from Corp Fin as to whether the proposals could be excluded on the basis that they had been “substantially implemented” under Rule 14a-8(i)(10). The burning question was whether there would […]

Corp Fin refuses to permit exclusion of proposal to amend proxy access bylaws under Rule 14a-8(i)(10). Who is gaming the system?

by Cydney Posner Just when we thought we had a handle on the new rules of the game for exclusion of proxy access shareholder proposals comes this new letter to H&R Block, issued on July 21. The proposal, from the prolific James McRitchie (one of the group working with John […]

The Financial CHOICE Act would dismantle a whole lot more in Dodd-Frank than just financial regulation

by Cydney Posner There has been a fair amount of press regarding the Financial CHOICE Act, a new bill sponsored by Jeb Hensarling, Chair of the House Financial Services Committee. The actual bill has not yet been released, but an executive summary is available.  Most of the press attention has […]

How do activists get corporate boards to focus on climate change issues? Talk softly and carry a big stick

by Cydney Posner With today’s signing of the Paris climate change accord, one question that now arises is how do activists get corporate boards to focus on climate change issues? They talk softly and carry a big stick. And, according to this article in BNA Accounting Policy and Practice, that […]

Corp Fin Staff grants no-action relief allowing exclusion of shareholder proposals for proxy access under Rule 14a-8(i)(10)

by Cydney Posner Now that Corp Fin has issued Staff Legal Bulletin 14H providing guidance that, for most practical purposes, eliminates the availability of Rule 14a-8(i)(9) (see this PubCo post) to exclude shareholder proposals that conflict with management proposals, there has been substantial speculation about the contours of Rule 14a-8(i)(10), the exclusion for proposals […]

Highlights from panels with current and former staff of Corp Fin

by Cydney Posner Below are some highlights (from my notes) of the PLI Securities Regulation Institute panel discussions Thursday and Friday with the Corp Fin staff (Keith Higgins, Shelley Parratt, David Fredrickson, Michele Anderson, Karen Garnett) as well as a number of some former staffers, plus some additional discussion from […]