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26 Oct 2015, 1:07 pm by Hunton & Williams LLP
Accordingly, the court asserted that the district court put undue weight on the distinction between a directive to management and a request for board action. [read post]
23 Jan 2024, 9:06 am by Unknown
By Anne Sherry, J.D.Unusually, a company is asking a Texas district court for a declaratory judgment allowing it to exclude a shareholder proposal, rather than proceeding through the SEC’s no-action process. [read post]
30 Apr 2010, 12:47 pm by Ted Allen
 It appears that the SEC may address Rule 14a-8(b)(2) as part of a new staff legal bulletin before the 2011 proxy season. [read post]
9 May 2019, 2:05 pm by Scott H. Kimpel and Chelsea Lomprey
When a public company receives an eligible shareholder proposal, it has four options: (1) include the proposal in the proxy statement; (2) negotiate with the proponent to secure a withdrawal; (3) seek a ruling on the proposal’s propriety in federal district court; or (4) seek an interpretive ruling from the SEC staff, known as a no-action letter, that the company may exclude the proposal. [read post]
20 Apr 2008, 7:23 am
A decade ago, the biggest Corp Fin-related controversy was the shareholder proposal’s “ordinary business” exclusion basis and the SEC Staff’s Cracker Barrel no-action letter under Rule 14a-8(c)(7) (the basis has since been renumbered to 14a-8(i)(7)). [read post]
16 Feb 2015, 2:23 pm by Vanessa Schoenthaler
” The Delaware District Court, however, did not agree. [read post]
16 Feb 2015, 2:23 pm by Vanessa Schoenthaler
” The Delaware District Court, however, did not agree. [read post]
16 Feb 2015, 2:23 pm by Vanessa Schoenthaler
” The Delaware District Court, however, did not agree. [read post]
14 Apr 2008, 4:41 am
A decade ago, the biggest Corp Fin-related controversy was the shareholder proposal's "ordinary business" exclusion basis and the SEC Staff's Cracker Barrel no-action letter under Rule 14a-8(c)(7) (the basis has since been renumbered to 14a-8(i)(7)). [read post]
19 Jan 2015, 3:52 am by Broc Romanek
District Court can decide whether a company is obligated to include shareholder proposals in its proxy materials. [read post]
28 Oct 2006, 1:43 pm
An SEC no-action letter and a federal district court ruling allowed the company to exclude the proposal based on rule 14a-8(i)(8), which allows the exclusion of a proposal relating to an election for membership on a company's board of directors. [read post]
Rule interpretation by the SEC staff (which would not be binding) and courts is a cumbersome and impractical process for assuring workability and suitability. [read post]