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.

Bruce Mann, Partner at Morrison & Foerster LLP, discussed SEC corporation finance disclosure developments at FindLaw Corporate Counsel Center's Corporate Governance seminar at Stanford University. Mr. Mann opined that the SEC not only fulfilled its rulemaking obligations under Sarbanes-Oxley in record time, but was also responsive to the concerns of the bar in the comment process. "The basic approach of the SEC used to be: 'we aren't going to give people guidance because someone may take advantage of it, and that will disadvantage the Division of Enforcement.' Today, the attitude is quite different. The SEC recognizes the reality that there are more lawyers in each of the ten largest law firms in the U.S. than in the national office of the SEC. The SEC has to depend on the private bar for enforcement."

Bruce Mann, Partner at Morrison & Foerster LLP, discussed the Securities and Exchange Commission corporation finance disclosure developments at FindLaw Corporate Counsel Center's Corporate Governance seminar at Stanford University.