Why the SEC’s Proposed Rules on Proxy Advisors Are Necessary

By Bernard S. Sharfman February 19, 2020 by renholding

The Securities and Exchange Commission’s (SEC’s) recently proposed Amendments to Exemptions from the Proxy Rules for Proxy Voting Advice are an efficient and necessary response to the “collective action” problem that is imbedded in the shareholder voting of public companies …

How SEC Rule 14a-8 and the Ordinary Business Exception Impede ESG Disclosure Reform

By Virginia Harper Ho November 12, 2019 by renholding

Shareholder proposals urging corporate boards to report on climate‑related risk made headlines in 2017 when they earned majority support from investors at ExxonMobil, Occidental Petroleum, and PPL.[1] The key to this historic vote was the support of the Big …

SEC Announces Changes in Handling No-Action Requests on Shareholder Proposals

By William Hinman September 10, 2019 by renholding

After the recent proxy and shareholder proposal season, the Division considered whether additional guidance or changes to its process of administering Exchange Act Rule 14a-8 were warranted. As a result of that consideration, the staff focused on how it could

…

Simpson Thacher Discusses SEC Clarifications of Shareholder Proposal Issues

By Karen Hsu Kelley and Shari Ness November 13, 2018 by pss2150

On October 23, 2018, the Division of Corporation Finance of the Securities and Exchange Commission (the SEC) issued new Staff Legal Bulletin 14J[1], following up on previous bulletins clarifying issues arising under Exchange Act Rule 14a-8. The new …

The Irrepressible Myth That SEC Overregulation Has Chilled IPOs

By John C. Coffee, Jr. May 29, 2018 by renholding

The following is an abbreviated version of Professor Coffee’s May 23 testimony before the House Financial Services Committee’s Subcommittee on Capital Markets, Securities, and Investments. The deleted portions of his testimony relate to the specific content of proposed bills to …

Wachtell Lipton Discusses SEC’s Guidance on Shareholder Proposals

By David A. Katz, Trevor S. Norwitz, Sabastian V. Niles and S. Iliana Ongun November 6, 2017 by renholding

The SEC Division of Corporate Finance recently provided useful guidance on excluding certain Rule 14a-8 shareholder proposals (Staff Legal Bulletin No. 14I). While helpful, we hope the SEC will undertake a much-needed comprehensive review of Rule 14a-8, including …

« Previous 1 2

The CLS Blue Sky Blog

Columbia Law School's Blog on Corporations and the Capital Markets

Rule 14a-8

Why the SEC’s Proposed Rules on Proxy Advisors Are Necessary

SEC Announces Changes in Handling No-Action Requests on Shareholder Proposals

Simpson Thacher Discusses SEC Clarifications of Shareholder Proposal Issues

The Irrepressible Myth That SEC Overregulation Has Chilled IPOs

Wachtell Lipton Discusses SEC’s Guidance on Shareholder Proposals