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SEC staff updates guidance on shareholder proposals

08 November 2011

SEC Update

On October 18, the staff of the SEC's Division of Corporation Finance published Staff Legal Bulletin No. 14F (CF) (SLB 14F) with guidance on interpretive issues under Exchange Act Rule 14a-8. Rule 14a-8 sets forth the requirements applicable to proposals submitted by shareholders for inclusion in their company's proxy materials for annual and special meetings. SLB 14F provides guidance to companies on how to verify a proponent's eligibility to submit a proposal, how to address submissions of revised proposals, and how to withdraw no-action requests for proposals with multiple proponents. SLB 14F is the staff's seventh legal bulletin on Rule 14a-8, which highlights the procedural and substantive complexities associated with shareholder proposals. The new legal bulletin can be found at www.sec.gov/interps/legal/cfslb14f.htm.

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