Securities Law Prof Blog

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

Friday, November 7, 2008

Corporate Finance Issues Legal Bulletin on Shareholder Proposals

The SEC's Division of Corporation Finance issued a Staff Legal Bulletin No. 14D (CF) on Shareholder Proposals.  The Bulletin is part of a continuing effort to identify and provide guidance on issues that commonly arise under rule 14a-8. Specifically, this bulletin contains information regarding:

shareholder proposals that recommend, request, or require a board of directors to unilaterally amend the company’s articles or certificate of incorporation;
a new e-mail address established for the receipt of rule 14a-8 no-action requests and related correspondence;
whether a company must send a notice of defect if the company’s records indicate that the proponent has not owned the minimum amount of securities for the required period of time as set forth in rule 14a-8(b); and
the requirement that a proponent send copies of correspondence to the company and the manner in which the company and a proponent should provide additional correspondence to us and to each other.

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