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ARTICLE · 20 OCTOBER 2011

SEC Issues Legal Bulletin On Shareholder Proposals

Reed Smith
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Staff Legal Bulletin No. 14F ("Shareholder Proposals"), issued by the SEC Division of Corporation Finance, describes a change in the staff's position on proof of compliance with the share ownership requirement for persons making shareholder proposals.

United StatesFinance and Banking
Robert Morris
Robert Morris
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Staff Legal Bulletin No. 14F ("Shareholder Proposals"), issued by the SEC Division of Corporation Finance, describes a change in the staff's position on proof of compliance with the share ownership requirement for persons making shareholder proposals.

A shareholder making a proposal for inclusion in an issuer's proxy materials generally must have held at least $2,000 in market value of the company's stock for at least one year as of the date the shareholder submits the proposal.

Most shareholders are not holders of record, but hold their securities in book-entry form through a securities intermediary, such as a broker or a bank, which in turn deposits customer securities with, and holds the securities through, the Depositary Trust Company ("DTC"). DTC's nominee, Cede & Co., appears on the issuer's shareholder list as the sole registered owner of securities deposited with DTC by DTC participants. The issuer can obtain from DTC a list of the DTC participants and

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