Publication Date
2015
Document Type
Paper
Keywords
SEC interpretations, Rule 14a-8(i)(10), Exclusion of shareholder proposals
Abstract
This letter focuses on SEC interpretations of Rule 14a-8(i)(10). The provision allows issuers to exclude shareholder proposals that have been “substantially implemented.” This has traditionally been used to allow for the exclusion of proposals rendered “moot” by the company’s actions. Companies, however, need not implement the shareholder proposal “exactly.” As a result, the staff is often asked to determine whether changes made by the company are substantial. The comment letter discusses positions taken by the staff where the company adopts a proposal asking that shareholders with a specified percentage of shares have the right to call a special meeting but limits eligible shares to those held for a specified period of time.
Copyright Statement / License for Reuse
This work is licensed under a Creative Commons Attribution 4.0 International License.
Publication Statement
Copyright held by the author. User is responsible for all copyright compliance.
Rights Holder
J. Robert Brown Jr.
Provenance
Received from author
File Format
application/pdf
Language
English (eng)
Extent
10 pgs
File Size
5.3 MB
First Page
1
Last Page
10
Recommended Citation
U Denver Legal Studies Research Paper No. 15-26