Alert November 18, 2008

SEC Staff Provides Guidance on Rule 14a-8 Regarding Shareholder Proposals

The staff of the SEC’s Division of Corporation Finance issued Staff Legal Bulletin (“SLB”) No. 14D, which provides updated guidance on Rule 14a-8 under the Securities  Exchange Act of 1934 governing shareholder proxy proposals.  Specifically, SLB No.14D 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 SEC 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.