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Proposed Amendments Rule 14a-8 Corporate Governance

Ropes & Gray LLP

SEC Reverses Course on Gensler-Era Rule Proposals – Withdraws Proposed Amendment to its Shareholder Proposal Rule

Ropes & Gray LLP on

In a broad reversal of course on proposed rules issued by the Securities and Exchange Commission (SEC) under the leadership of former SEC Chair Gary Gensler, on June 12, 2025, the SEC issued a notice withdrawing 14 of the...more

Fenwick & West LLP

SEC Withdraws 2022 Proposed Amendment to Rule 14a-8

Fenwick & West LLP on

On June 12, 2025, the SEC announced its withdrawal of previously proposed amendments to Rule 14a-8. ...more

Eversheds Sutherland (US) LLP

SEC moves forward to revise shareholder proposal rule

​​​​​​​On July 14, 2022, the SEC voted 3-2 to propose a rule adopting amendments to Rule 14a-8 (the Proposed Amendments), which requires companies subject to the federal proxy rules to include certain shareholder proposals in...more

WilmerHale

SEC Revisits Shareholder Proposal Rule

WilmerHale on

The Securities and Exchange Commission recently revisited two proxy-related matters by (a) adopting amendments to the proxy rules governing proxy voting advice and (b) proposing amendments to the shareholder proposal rule in...more

BCLP

SEC proposes to amend key elements of certain Rule 14a-8 bases for exclusion of shareholder proposals

BCLP on

On July 13, 2022, by a 3-2 party-line vote, the SEC proposed amendments to Rule 14a-8 to modify three of the existing bases for the exclusion of shareholder proposals from a company’s proxy statement, namely: ,,The...more

Orrick, Herrington & Sutcliffe LLP

The SEC’s Proposed Amendments to Rule 14a-8: Implementing Substantial Changes to the Shareholder Proposal Exclusion Framework

Over the better part of two decades, the SEC has been narrowing the bases for excluding shareholder proposals, resulting in greater access to proxy statements for shareholders to force a vote on a wide array of topics,...more

Morgan Lewis

SEC’s Proposed Rule 14a-8 Amendments Further Signal Support for Inclusion of Shareholder Proposals in Proxy Statements

Morgan Lewis on

The US Securities and Exchange Commission on July 13 proposed amendments to the shareholder proposal rule, which governs the process for including or excluding a shareholder proposal in a company’s proxy statement....more

Goodwin

SEC Proposes Further Limitations on Proxy Statement Exclusion of Shareholder Proposals

Goodwin on

On July 13, 2022, the U.S. Securities and Exchange Commission (the “SEC”) proposed amendments to Rule 14a-8, which specifies the conditions under which companies can exclude shareholder proposals from the company’s proxy...more

Vedder Price

SEC Proposes Amendments to Shareholder Proposal Rule

Vedder Price on

On November 5, 2019, the SEC issued a release proposing amendments to Rule 14a-8 under the Securities Exchange Act of 1934, which is the rule that governs the process through which shareholders may submit proposals to be...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Proposes Amendments to the Proxy Rules Regarding Shareholder Proposals and Proxy Voting Advice

On November 5, 2019, the Securities and Exchange Commission (SEC), by 3-2 votes, issued two releases proposing a number of amendments to the federal proxy rules. The first release proposed changes to certain procedural...more

Bass, Berry & Sims PLC

SEC Proposes to Modernize Shareholder Proposal Thresholds and Certain Procedural Elements of Rule 14a-8

Bass, Berry & Sims PLC on

On November 5, the Securities and Exchange Commission (SEC) in a 3-2 decision voted to propose amendments to rules governing shareholder proposals in companies’ proxy statements. These proposed amendments – which seek to...more

Katten Muchin Rosenman LLP

Corporate & Financial Weekly Digest, Featuring Articles on SEC's Changes to Rule 14a-8 No-Action Request Process, FINRA's Call for...

SEC/CORPORATE - SEC Staff Announces Changes to Rule 14a-8 No-Action Request Process - On September 6, the staff of the Division of Corporation Finance (the Staff) of the Securities and Exchange Commission announced...more

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