Comment Letter on Rule 14a-8(I)(10), Securities & Exchange Commission, June 18, 2015

11 Pages Posted: 20 Jun 2015

See all articles by J. Robert Brown

J. Robert Brown

University of Denver Sturm College of Law

Date Written: June 18, 2015

Abstract

This letter focuses on SEC interpretations of Rule 14a-8(i)(10). The provision allows issuers to exclude shareholder proposals that have been “substantially implemented.” This has traditionally been used to allow for the exclusion of proposals rendered “moot” by the company’s actions. Companies, however, need not implement the shareholder proposal “exactly.” As a result, the staff is often asked to determine whether changes made by the company are substantial. The comment letter discusses positions taken by the staff where the company adopts a proposal asking that shareholders with a specified percentage of shares have the right to call a special meeting but limits eligible shares to those held for a specified period of time.

Suggested Citation

Brown, J. Robert, Comment Letter on Rule 14a-8(I)(10), Securities & Exchange Commission, June 18, 2015 (June 18, 2015). U Denver Legal Studies Research Paper No. 15-26. Available at SSRN: https://ssrn.com/abstract=2620417 or http://dx.doi.org/10.2139/ssrn.2620417

J. Robert Brown (Contact Author)

University of Denver Sturm College of Law ( email )

2255 E. Evans Avenue
Denver, CO 80208
United States

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