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ARTICLE · 24 NOVEMBER 2017

SEC Issues Additional Guidance Related To Shareholder Proposals

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On Nov. 1, 2017, the Securities and Exchange Commission (SEC) issued Staff Legal Bulletin (SLB) No.14I to provide additional ...

United StatesCorporate/Commercial Law

On Nov. 1, 2017, the Securities and Exchange Commission (SEC) issued Staff Legal Bulletin (SLB) No.14I to provide additional guidance related to shareholder proposals and Exchange Act Rule 14a-8. Specifically, the SLB provides that:

  • A company's no-action request under the ordinary business exception should include a detailed discussion that reflects the board's analysis of the particular policy issue raised and its significance to the company's business operations, in order to help the Division determine whether a proposal that addresses ordinary business matters nonetheless focuses on a policy issue that is sufficiently significant to be appropriate for a shareholder vote.
  • A company's no-action request under the rarely used economic relevance exception should include a detailed discussion that reflects the board's analysis of the particular policy issue raised and its significance to the company.

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