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Got No-Action Relief? Recent Developments Impact Exclusion of Shareholder Proposals
20 January 2015
For the 2015 proxy season, two important developments will limit the substantive grounds upon which companies may seek to exclude certain shareholder proposals from their proxy materials:
On January 16, the SEC’s Division of Corporation Finance issued a statement that it will express no views on the application of Rule 14a-8(i)(9) during the current proxy season.
In November 2014, the U.S. District Court for the District of Delaware overruled no-action relief granted to Wal-Mart under Rule 14a-8(i)(7), noting that social policy issues, such as the sale of high-capacity firearms, may “transcend the day-to-day business matters.”
Companies that have received a proxy access shareholder proposal or a proposal which may involve a “significant policy issue” should carefully consider these developments when developing a response strategy.
Alan H. Paley
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