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

10 Sep 2019

Washington, D.C.

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.



Unsolicited e-mails and information sent to Morrison & Foerster will not be considered confidential, may be disclosed to others pursuant to our Privacy Policy, may not receive a response, and do not create an attorney-client relationship with Morrison & Foerster. If you are not already a client of Morrison & Foerster, do not include any confidential information in this message. Also, please note that our attorneys do not seek to practice law in any jurisdiction in which they are not properly authorized to do so.