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The Role Of Delaware Counsel In Responding To Shareholder Proposals ( February 2005 )
Public companies often receive shareholder proposals for inclusion in their proxy statements pursuant to Rule 14a-8 under the Securities Exchange Act of 1934. Companies may seek to exclude shareholder proposals from their proxy statements by requesting a no-action letter from the Securities and Exchange Commission. A company may assert various reasons to exclude a shareholder proposal, including those based on matters of state law. -
SEC Disclosure Rules on Nominating Committee andSecurity Holder Communications With Board of Directors ( March 2004 )
In November 2003, the Securities and Exchange Commission adopted new disclosure requirements and amendments to existing proxy and information statement disclosure requirements. These requirements are the first of a two-part process undertaken by the SEC to enhance the transparency of the operations of public company boards of directors and to disclose the board nomination and communication processes of public companies. -
SEC Proposes Rules For Comment Regarding Security Holder Director Nominations ( November 2003 )
On October 14, 2003, the Securities and Exchange Commission proposed rules for comment that, if adopted, will require companies to include in their proxy materials security holder nominees for election as director. These proposed rules would establish the filing requirements under the Securities Exchange Act of 1934 (the Exchange Act) for nominating security holders. The comment period for the proposed rules ends on December 22, 2003. -
SEC Adopts Final Rules Relating to Director Nomination Process and Shareholder Communications with Directors ( October 2003 )
The Securities and Exchange Commission recently adopted final rules requiring expanded disclosure of companiesÂ’ director nomination processes and specific disclosure of procedures by which shareholders may communicate with directors. The new rules require very specific disclosures in proxy statements for meetings at which directors will be elected. -
SEC Proposes Rules Regarding Nominating Committee Functions and Communications Between Security Holders and Boards of Directors ( November 2003 )
The SEC is proposing amendments to Items 7 and 22 of Schedule 14A of the Securities Exchange Act of 1934 that will require new disclosure requirements in proxy statements regarding the operation of board nominating committees and the means, if any, by which security holders may directly communicate with members of the board of directors. As proposed, the rules do not mandate any particular action by a company or its board of directors. Rather, the proposed rules expand the disclosure requirements in proxy statements relating to the election of directors regarding the nominating committee and the director nominating process. -
SEC Proposes Rules Requiring Companies To Include Shareholder Nominees For Director In Company Proxy Materials ( November 2003 )
The SEC has proposed new Exchange Act Rule 14a-11 that would, under certain circumstances, require a company to include information regarding a shareholder's nominee for election as a director in the company's proxy materials. As proposed, Rule 14a-11 would apply to all companies subject to the proxy rules, including investment companies, provided one of the following triggering events has occurred. -
SEC Proposes New Rules Relating to Director Nomination Process and Shareholder Communications with Directors ( October 2003 )
On August 6, 2003, the Securities and Exchange Commission (Commission) proposed new rules requiring expanded disclosure of companies' director nomination processes and specific disclosure of procedures by which shareholders may communicate with directors. -
SEC Issues Proposed Rules Mandating Shareholder Access to Proxies ( October 2003 )
On October 8, 2003, the Securities and Exchange Commission (Commission) proposed new rules requir-ing, in certain circumstances, a company to include in its proxy statement nominees for election to the board of directors submitted by shareholders. The proposed rules are subject to a 60-day comment period, ending December 22, 2003. -
SEC Proposes Shareholder Access to Company Proxy Statement for Director Nominations ( October 2003 )
The Securities and Exchange Commission has recently proposed proxy rule revisions that would require public companies to include in their proxy materials shareholder nominees for director for two years following specified trigger events indicating "unresponsiveness" to shareholder concerns. If adopted, these revisions would for the first time give shareholders mandatory access to company proxy materials to promote their own board nominees. -
SEC Proposes Expanding Shareholder Ability to Nominate Directors ( October 2003 )
On October 8, 2003, the SEC announced rule proposals that would require companies to include in their proxy materials the names of shareholder nominees to the board of directors, as well as disclosures concerning those nominees including biographical information.