SEC Issues Guidance Limiting Exclusion of Shareholder Proposals

On October 22, 2015, the Staff of the Securities and Exchange Commission (the “Staff”) issued Staff Legal Bulletin No. 14H (the “Bulletin”), which provides guidance on how the Staff will evaluate arguments for excluding Rule 14a-8 shareholder proposals from reporting companies’ proxy materials.  The Bulletin significantly narrowed the “conflicting proposals” exclusion under Rule 14a-8(i)(9) and confirmed the Staff’s historical interpretation of the “ordinary business” exclusion under Rule 14a-8(i)(7).  The firm's full Client Alert can be found here.

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