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The Securities Edge Securities Blog for Middle-Market Companies

Tag Archives: Shareholder Proposals

Conflict management: the Staff Legal Bulletin on shareholder proposals

Posted in Disclosure Guidance, Proxy access, Shareholder proposals

The SEC has issued its much-anticipated Staff Legal Bulletin on two rules impacting shareholder proposals. You can find the SLB here. The SLB looks a bit more benign than some had feared; in other words, it’s got some bad news, but the good news is that it’s not as bad as some feared. Rule 14a-8(i)(9)… Continue Reading

A dispatch from the front lines (with SEC Chair White telling us to wave the white flag)…

Posted in Bob's Upticks, Corporate Governance, No-action letters, SEC, Shareholder proposals

Last week I attended the National Conference of the Society of Corporate Secretaries and Governance Professionals in Chicago. It was a great conference – wonderful, substantive programs and a chance to catch up with many friends and colleagues. With some exceptions. One exception was the opening speech by SEC Chair Mary Jo White. Now don’t… Continue Reading

Shock and awe at the SEC (and turning it into chicken salad)

Posted in Bob's Upticks, No-action letters, Proxy access, Shareholder proposals

Something shocking happened at the SEC yesterday.  SEC Chair Mary Jo White directed the SEC Staff to review its long-standing position on when a shareholder proposal conflicts with a company proposal and may be excluded from the proxy statement.  As a result, the SEC’s Division of Corporation Finance withdrew a no-action letter that had given… Continue Reading

Recent meeting between the Society of Corporate Secretaries and Governance Professionals and SEC Staff provides insight

Posted in Disclosure Guidance

On Tuesday, the Securities Law Committee of the Society of Corporate Secretaries and Governance Professionals met with officials from the Divisions of Corporation Finance, Investment Management, and Trading and Markets and the Office of the Whistleblower.  While neither new Chair Mary Jo White (confirmed in April) nor new Director of Corporation Finance Keith Higgins (starts… Continue Reading

Separating the positions of CEO and Chairman: The debate rages on

Posted in Corporate Governance

Are the CEO and the Chairman of the Board the same executive at your company?  While there can be very good reasons to have these positions held by the same person, the separation of these posts continues to be a hotly debated topic.  Since the early 1980s, much attention has been paid to corporate boards… Continue Reading

First Proxy Access Proposal Received

Posted in Corporate Governance

Late last week, a shareholder activist filed, what is believed to be, the first proxy access resolution for this proxy season.  The target of the proposal, MEMC Electronic Materials, Inc., is an S&P 500 company that manufactures and sells wafers and related products to the semiconductor and solar industries.  As discussed in a previous blog… Continue Reading

Proxy Access Still on the Table

Posted in Corporate Governance

Despite the SEC’s decision not to appeal the recent decision by the U.S. Court of Appeals for the D.C. Circuit to vacate the proxy access rules, proxy access is still alive and well.  In Tuesday’s release by the SEC, the SEC noted that the amendment to Rule 14a-8, which had been stayed pending the litigation… Continue Reading