Tag: shareholder proposals
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 […]
Trinity Wall Street files cert petition: will SCOTUS delve into the “ordinary business operations” exclusion for shareholder proposals?
by Cydney Posner 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 AR-15 assault rifle, and other dangerous products. Wal-Mart sought to exclude Trinity’s proposal from […]
Is the SEC considering reproposing mandatory proxy access rules?
by Cydney Posner The SEC has posted a new staff working paper, “Public versus Private Provision of Governance: The Case of Proxy Access,” reporting on a study conducted by the SEC’s Division of Economic and Risk Analysis (DERA), of the “tradeoffs” between universal regulatory mandates and so-called “private ordering” in the […]
Some notes from the SEC’s Investor Advisory Committee meeting
by Cydney Posner Today, at a meeting of the SEC’s Investor Advisory Committee, the committee heard various updates regarding proxy season, shareholder rights and related matters. Pat McGurn of ISS discussed the past proxy season, which he viewed as “one of the strangest” ever. Why strange? Because of the impact […]
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 […]
SEC Chair White spills the beans on proposal for universal proxies, hints about the exclusion for conflicting shareholder proposals and discusses other proxy-related matters
by Cydney Posner Today, in a speech to the Society of Corporate Secretaries and Governance Professionals, SEC Chair May Jo White discussed four proxy-related issues that have recently created tension between companies and their shareholders: the concept of a universal proxy ballot; shareholder proposals; the delivery of preliminary proxy […]
CII petitions SEC for staff guidance on the proxy rules and an amendment to Item 5.07 of Form 8-K regarding voting results
by Cydney Posner Earlier this month, the Council of Institutional Investors filed a petition with the SEC requesting interpretive guidance regarding the proxy rules and rulemaking in connection with Form 8-K. More specifically, CII requested the following: Staff guidance regarding proxy statement disclosure of voting requirements for items on the ballot […]
White shares observations on shareholder activism, the shareholder proposal process and fee-shifting bylaws
by Cydney Posner Today, SEC Chair Mary Jo White spoke at Tulane’s Corporate Law Institute, sharing her observations on the current state of shareholder activism, the shareholder proposal process and fee-shifting bylaws. The common theme: her aversion to gamesmanship and close-minded, reflexive behavior on all sides, which, she believes, can […]
Proxy Access: not a question of “if,” but “when”?
by Cydney Posner This article in the WSJ observes that there appears to be a major shift in the viability of proxy access, as a growing number of companies are adopting bylaw amendments or are expected to submit the matter to shareholder votes this proxy season. The article quotes NYC […]
Push has come to shove for some companies on proxy access
by Cydney Posner If you’ve been following the saga regarding shareholder proposals for proxy access this proxy season, you know that around 100 companies received proxy access proposals and that the staff of Corp Fin has refused to express its view on the application of the exclusion, Rule 14a-8(i)(9) (conflicting […]
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