Shareholder Proposals – CorpFin Issues Staff Legal Bulletin 14L

By George Wilson

 

On November 3, 2021, CorpFin issued Shareholder Proposals: Staff Legal Bulletin No. 14L to provide information about Rule 14a-8 – Shareholder Proposals. The new Staff Legal Bulletin, or SLB, rescinds old SLBs 14I, 14J and 14K. 

 

The first section of the new SLB:

 

“outlines the Division’s views on Rule 14a-8(I)(7), the ordinary business exception, and Rule 14a-8(i)(5), the economic relevance exception.”

 

The discussion of these issues surrounds the significant social policy exception and micromanagement.

 

The SLB also republishes with some “primarily technical, conforming changes,” earlier SLB guidance about using graphics and images, and proof of ownership letters.

 

Lastly, the new SLB includes new guidance about using email for submission of proposals, delivery of notice of defects, and responses to those notices.

 

You can gain perspective about the changes in the SLB in this Statement from Chair Gary Gensler and this Statement from Commissioners Peirce and Roisman.

 

As always, your thoughts and comments are welcome.

 

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