Shareholder Proposal Review – Lessons Learned to Prepare for 2019-2020

This informative program features a panel of Morrison & Foerster lawyers that includes Marty Dunn, former Chief Counsel and Deputy Director, SEC Division of Corporation Finance; corporate finance attorney Scott Lesmes; corporate finance attorney Emily Beers; and Hillary Daniels, former Staff Attorney, SEC Division of Corporation Finance.

The program is designed to help in-house corporate counsel navigate the developing analytical landscape for shareholder proposals in the 2019–2020 proxy season, with a specific focus on the operation of Exchange Act Rule 14a-8 and the guidance provided by recent SEC Staff statements and no-action positions.

Topics Include:

• How Exchange Act Rule 14a-8 Works in Practice
• Common Company “Hiccups” Involving Shareholder Proposals
• SEC Staff Rule 14a-8 No-Action Letter Trends from the 2018–2019 Proxy Season
• Takeaways from 2018-2019 SEC Staff Rule 14a-8 No-Action Letters Regarding:
  
  • Rule 14a-8(i)(3) (a proposal is “materially false and misleading”);
  • Rule 14a-8(i)(7) (a proposal relates to a company’s “ordinary business” matters); and
  • Rule 14a-8(i)(10) (a proposal has been “substantially implemented” by a company). 

It is available to view here.