SEC Issues Staff Legal Bulletin on Shareholder Proposals

The SEC’s Division of Corporation Finance has issued Staff Legal Bulletin (SLB) 14K, Shareholder Proposals, which provides its views on shareholder proposals under Rule 14a-8 of the Securities Exchange Act of 1934.

Specific topics addressed in the SLB include:

• The “analytical framework of Rule 14a-8(i)(7).”
• Analyses by the board of directors that are “provided in no-action requests to demonstrate that the policy issue raised by the proposal is not significant to the company.”
• Excluding a proposal under Rule 14a-8(i)(7) on the basis of “the scope and application of micromanagement.”
• Letters on proof of ownership.

For more information, see SLB 14K on the SEC’s Web site.