SEC Staff Provides Further Guidance on Management Response to Shareholder Proposals
December 2, 2019
On October 16, 2019, the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “SEC”) issued a Staff Legal Bulletin (“SLB 14K”) providing further guidance on when, under Securities Exchange Act Rule 14a-8, a company may exclude a shareholder proposal under the “ordinary business” exception. In particular, the bulletin discusses (i) the proposal’s subject matter and micromanagement of the company as bases for excluding a shareholder proposal under Rule 14a-8(i)(7)’s “ordinary business” exception and (ii) the Staff’s expectations regarding the interpretation of shareholders’ proof of ownership letters.
SEC Staff Provides Further Guidance on Management Response to Shareholder Proposals
