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Paul Weiss Discusses the Impact of SEC Guidance on 13G Eligibility, Rule 14a-8 Shareholder Proposals, and Exempt Solicitations

The Staff in the Division of Corporation Finance at the U.S. Securities and Exchange Commission has issued three new sets of guidance that may influence and potentially reshape how shareholders engage with companies going forward.

Guidance on 13G Eligibility

On …

Sullivan & Cromwell Discusses SEC Bulletin on Excluding Shareholder Proposals

On February 12, the Staff of the SEC Division of Corporation Finance published a new Staff Legal Bulletin No. 14M(“SLB 14M”) regarding the exclusion of Rule 14a-8 shareholder proposals under Rule 14a-8(i)(5) (“economic significance”) and Rule 14a-8(i)(7) (“ordinary business”). …

Wachtell Lipton Discusses SEC Staff’s Move to Limit Exclusion of “Social Policy” Shareholder Proposals

The SEC Staff has issued revised guidance rescinding prior Staff Legal Bulletins addressing the exclusion of Rule 14a-8 shareholder proposals based on the social significance to a company, “micromanagement” or  “economic relevance.”  The changes will likely facilitate a larger number …