Securities Law Prof Blog

Editor: Eric C. Chaffee
Univ. of Toledo College of Law

Wednesday, November 28, 2007

SEC Adopts Amendment to Rule 14a-8

The SEC voted to adopt an amendment to Rule 14a-8(i)(8) under the Securities Exchange Act of 1934 to codify what the SEC describes as its "longstanding interpretation" of that exclusion.  The rule will read as follows: "If the proposal relates to a nomination or an election for membership on the company's board of directors or analogous governing body or a procedure for such nomination or election." This language was not revised from the proposal.

In 2006 the Second Circuit refused to defer to the SEC's interpretation of the shareholder proposal rule as excluding procedures for nominations or elections, finding that the SEC's interpretations of the exclusion had been inconsistent.

Commissioner Annette Nazareth, in perhaps one of her last actions as a Commissioner, expressed her disappointment at what she called the "non-access release" and voted against it.  Speech by SEC Commissioner:Opening Statement — Proxy Non-Access by Commissioner Annette L. Nazareth.

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