Comment on Rule 14a-8(i)(9), Securities and Exchange Commission, June 30, 2015

5 Pages Posted: 14 Jul 2015 Last revised: 16 Jul 2015

See all articles by J. Robert Brown

J. Robert Brown

University of Denver Sturm College of Law

Date Written: June 30, 2015

Abstract

The Securities and Exchange Commission has been analyzing its interpretation under Subsection (i)(9) of Rule 14a-8. This provision allows for the exclusion of shareholder proposals that conflict with those submitted by management. The staff has been examining its interpretation since instructed to do so by the chair of the SEC following a no action appeal in a case involving Whole Foods. A number of letters and memos submitted in connection with the review have analyzed the issue. At least one asserted that any change in interpretation required the Commission to go through the process of notice and comment. This letter asserts that notice and comment is not required, relying extensively on Perez v. Mortgage Bankers Association.

Suggested Citation

Brown, J. Robert, Comment on Rule 14a-8(i)(9), Securities and Exchange Commission, June 30, 2015 (June 30, 2015). U Denver Legal Studies Research Paper No. 15-30. Available at SSRN: https://ssrn.com/abstract=2630319 or http://dx.doi.org/10.2139/ssrn.2630319

J. Robert Brown (Contact Author)

University of Denver Sturm College of Law ( email )

2255 E. Evans Avenue
Denver, CO 80208
United States

Register to save articles to
your library

Register

Paper statistics

Downloads
37
Abstract Views
488
PlumX Metrics