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Rule 14a-8

SEC Proposes Amendments To The Shareholder Proposal Submission Process

On July 13, 2022, the SEC proposed amendments to Rule 14a-8 governing the process for including shareholder proposals in a company’s proxy statement.  The proposed amendment would narrow three of the provisions that a company can rely upon to exclude a shareholder proposal from its proxy statement including: (i) substantial implementation – i.e., the elements of the proposal have already been substantially implemented; (ii) duplication – the proposal substantially duplicates another proposal already submitted for the same meeting; and (iii) resubmission – the proposal substantially duplicates another proposal previously submitted for the same company’s prior shareholder meetings.

Background – Rule 14a-8

The regulation of corporate law rests primarily within the power and authority of the states. However, for public companies, the federal government imposes various corporate law mandates including those related to matters of corporate governance. While state law may dictate that shareholders have the right to elect directors, the minimum and maximum time allowed for notice of shareholder 

SEC Fall 2019 Regulatory Agenda

In late 2019, the SEC published its latest version of its semiannual regulatory agenda and plans for rulemaking with the U.S. Office of Information and Regulatory Affairs. The Office of Information and Regulatory Affairs, which is an executive office of the President, publishes a Unified Agenda of Regulatory and Deregulatory Actions (“Agenda”) with actions that 60 departments, administrative agencies and commissions plan to issue in the near and long term.  The Agenda is published twice a year, and for several years I have blogged about each publication.

Like the prior Agendas, the spring 2019 Agenda is broken down by (i) “Pre-rule Stage”; (ii) Proposed Rule Stage; (iii) Final Rule Stage; and (iv) Long-term Actions.  The Proposed and Final Rule Stages are intended to be completed within the next 12 months and Long-term Actions are anything beyond that.  The number of items to be completed in a 12-month time frame has increased with 47 items as compared to 40 on the

SEC Proposed Amendments To Rule Governing Proxy Advisory Firms

As anticipated on November 5, 2019, the SEC issued two highly controversial rule proposals.  The first is to amend Exchange Act rules to regulate proxy advisors.  The second is to amend Securities Exchange Act Rule 14a-8 to increase the ownership threshold requirements required for shareholders to submit and re-submit proposals to be included in a company’s proxy statement.  For a review of my blog on the Rule 14a-8 proposed amendments, see HERE.  The new proposed rules are very controversial, but overdue and necessary.  I am in support of both rules.

The SEC has been considering the need for rule changes related to proxy advisors for years as retail investors increasingly invest through funds and investment advisors where the asset managers rely on the advice, services and reports of proxy voting advice businesses.  It is estimated that between 70% and 80% of the market value of U.S. public companies is held by institutional investors, the majority of which use proxy

SEC Spring 2019 Regulatory Agenda

In May 2019, the SEC published its latest version of its semiannual regulatory agenda and plans for rulemaking with the U.S. Office of Information and Regulatory Affairs. The Office of Information and Regulatory Affairs, which is an executive office of the President, publishes a Unified Agenda of Regulatory and Deregulatory Actions (“Agenda”) with actions that 60 departments, administrative agencies and commissions plan to issue in the near and long term.  The Agenda is published twice a year, and for several years I have blogged about each publication.

Like the prior Agendas, the Spring 2019 Agenda is broken down by (i) “Prerule Stage”; (ii) Proposed Rule Stage; (iii) Final Rule Stage; and (iv) Long-term Actions.  The Proposed and Final Rule Stages are intended to be completed within the next 12 months and Long-term Actions are anything beyond that.  The number of items to be completed in a 12-month time frame has increased again with 40 items as compared to 36 last

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