Securities Exchange Act, Rule 14a-8, Corporate Governance

Shareholder Proposals – The Great Reset Again! (Part 2)

DLA Piper on 3/5/2025

In our earlier blog post, we discussed Staff Legal Bulletin 14M (SLB 14M), which rescinded prior Staff Legal Bulletin 14L (SLB 14L). The staff of the US Securities and Exchange Commission (SEC) indicated that SLB 14M is...more

Back to the Future: SEC Staff Issues Sweeping New Guidance on Shareholder Proposals Mid-Season

Morrison & Foerster LLP on 2/14/2025

On February 12, 2025, the Division of Corporation Finance (Staff) of the U.S. Securities and Exchange Commission (SEC) published Staff Legal Bulletin No. 14M (SLB 14M), rescinding Staff Legal Bulletin No. 14L (Nov. 3, 2021)...more

Fifth Circuit Rejects Challenge to SEC Rule 14a-8 No-Action Letter

Fenwick & West LLP on 11/18/2024

Public companies can breathe a sigh of relief, at least for now, that the Securities and Exchange Commission's 14a-8 regulatory process for excluding shareholder proposals remains intact....more

SEC Revisits Shareholder Proposal Rule

WilmerHale on 7/26/2022

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

SEC staff issues new guidance on shareholder proposals involving social policy issues - SEC Update

Hogan Lovells on 11/16/2021

On November 3 the SEC’s Division of Corporation Finance issued Staff Legal Bulletin 14L (SLB 14L) to provide new guidance on the application of the “ordinary business” and “economic relevance” exceptions to a public company’s...more

Excluding a Shareholder Proposal? Not So Fast…

BCLP on 11/15/2021

The SEC’s Division of Corporation Finance recently published Legal Bulletin 14L (CF) (the “Bulletin”) providing updated guidance on excluding shareholder proposals under Rule 14a-8 under the Exchange Act. Specifically, the...more

SEC Staff Issues Legal Bulletin Narrowing Interpretation of Certain Exceptions to Rule 14a-8 Allowing Shareholder Proposals in...

Sullivan & Worcester on 11/10/2021

Climate-related issues have taken on an enhanced level of concern at the federal government level since the Biden administration rejoined the Paris Agreement in an effort to stem climate change impacts, and the administration...more

SEC Releases Shareholder Proposal Staff Legal Bulletin Regarding Rule 14a-8 Under the Exchange Act

Womble Bond Dickinson on 11/8/2021

On November 3, 2021, the Division of Corporation Finance (“Corp Fin”) of the U.S. Securities Exchange Commission (“SEC”) released Shareholder Proposals: Staff Legal Bulletin No. 14L(CF) (the “SLB”) to provide information for...more

The SEC Adopts Amendments to the Shareholder Proposal Rule

Kilpatrick on 10/12/2020

On September 23, 2020, the Securities and Exchange Commission (SEC) adopted amendments to Exchange Act Rule 14a-8, also known as the “shareholder proposal rule.” The SEC press release announcing the adopted changes are...more

SEC Amends Shareholder Proposal Eligibility Rules

Mintz - Securities & Capital Markets... on 10/5/2020

On September 23, 2020, the Securities and Exchange Commission (the “SEC”) finalized amendments to certain security ownership thresholds, procedural requirements, and resubmission thresholds under the shareholder proposal...more

SEC Adopts Amendments to Shareholder Proposal Rule

Herbert Smith Freehills Kramer on 10/2/2020

On September 23, the Securities and Exchange Commission adopted amendments to the “shareholder proposal rule” set forth in Rule 14a-8 of the Securities Exchange Act of 1934, which governs the process for a shareholder to have...more

SEC Updates Requirements for Shareholder Proposals Included in Company Proxy Statements

McGuireWoods LLP on 10/1/2020

On Sept. 23, 2020, the U.S. Securities and Exchange Commission (SEC) announced the adoption of final rules amending Exchange Act Rule 14a-8 to make the following revisions to requirements for a shareholder to have a proposal...more

SEC Approves Changes to Eligibility Requirements for Submitting Shareholder Proposals

Akin Gump Strauss Hauer & Feld LLP on 9/29/2020

The Securities and Exchange Commission (SEC) in a 3-2 vote on Wednesday, September 23, 2020, adopted amendments to the eligibility requirements for submitting shareholder proposals to be included in a public company issuer’s...more

Amendments to Exchange Act Rule 14a-8

Faegre Drinker Biddle & Reath LLP on 9/28/2020

Background: Rule 14a-8 provides the mechanism by which shareholders may submit proposals to companies for inclusion in the annual proxy statement to be voted upon by shareholders. On September 23, 2020, the U.S. Securities...more

SEC Modifies Shareholder Proposals Framework

Stinson - Corporate & Securities Law Blog on 9/25/2020

On September 23rd, the Commission adopted rules altering the shareholder proposals submission (and re-submission) framework under Rule 14a-8 of the Exchange Act for the first time in over twenty years....more

SEC Amends Rule 14a-8

Mayer Brown Free Writings + Perspectives on 9/24/2020

On September 23, 2020, the Securities and Exchange Commission adopted amendments to Exchange Act Rule 14a-8, the shareholder-proposal rule...more

Court Ruling May Shift the Contours of Shareholder Proposal Litigation Under Rule 14a-8

Jones Day on 3/12/2020

The Situation: Late last year, a shareholder sued NorthWestern Corporation ("NWE") to compel the company to include a climate-change related proposal in its 2020 proxy materials after NWE had notified the staff of the...more

Year In Review: 2019 Developments With The SEC’s Division Of Corporation Finance

Morrison & Foerster LLP on 1/28/2020

During 2019, the Division of Corporation Finance (the “Division” or the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) addressed a number of regulatory issues affecting public companies and participants...more

Considerations for the 2020 proxy season

Eversheds Sutherland (US) LLP on 1/14/2020

Companies preparing for their annual shareholder meetings will need to consider a variety of factors, including new guidance from the Securities and Exchange Commission (SEC) and recommendations from Glass, Lewis & Co. (Glass...more

SEC Proposes Amendments to Shareholder Proposal Rule

Vedder Price on 12/10/2019

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

SEC Staff Provides Additional Guidance on Shareholder Proposals

Perkins Coie on 11/8/2019

The U.S. Securities and Exchange Commission (SEC) has issued several important recent updates regarding shareholder proposals and the related no-action request process for companies to consider ahead of the 2019-2020 proxy...more

SEC to Discuss Proxy Adviser Regulation and Resubmission Thresholds for Shareholder Proposals at November 5, 2019 Open Meeting

Dorsey & Whitney LLP on 11/1/2019

Yesterday the SEC announced the agenda for its upcoming open meeting to be held on Tuesday, November 5 at 10:00 a.m. EST. All SEC open meetings are webcast and a hyperlink to the webcast will be posted to www.sec.gov shortly...more

SEC Provides Guidance on Shareholder Proposals

Alston & Bird on 10/31/2019

Ordinarily, companies can exclude shareholder proposals that deal with the ordinary course of business. Our Securities Group analyzes new Securities and Exchange Commission guidance that expounds on what “ordinary” and...more

SEC Staff Issues Another Staff Legal Bulletin on Shareholder Proposals

Wilson Sonsini Goodrich & Rosati on 10/25/2019

On October 16, 2019, the staff of the Division of Corporation Finance of the Securities and Exchange Commission (SEC) published Staff Legal Bulletin (SLB) No. 14K providing guidance on Rule 14a-8 under the Securities Exchange...more

Corporate & Financial Weekly Digest, Featuring Articles on Shareholder Proposals Exclusion, the SEC's New Asset Management...

Katten Muchin Rosenman LLP on 10/21/2019

SEC/CORPORATE - SEC Issues Legal Bulletin Regarding Shareholder Proposals Exclusion - On October 16, the staff of the Division of Corporation Finance (Staff) of the Securities and Exchange Commission issued Staff...more

Securities Exchange Act › Rule 14a-8 › Corporate Governance

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