As the content of each proposal and deficiency request varies, this bulletin focuses on procedural issues common to corporations and shareholders. However, we also cover some topics that are of interest to companies and shareholders. Summary: This employee legal bulletin contains information for corporations and shareholders regarding Rule 14a-8 of the Securities Exchange Act of 1934. For more information on Rule 14a-8, see the following bulletins, available on the Commission`s website: SLB No 14, SLB No 14A, SLB No 14B, SLB No 14C, SLB No 14D, SLB No 14E and SLB No 14F. 5. Companies must provide a favourable opinion from a lawyer if the grounds for exclusion are based on domestic or foreign legal issues. In determining the weight to be given to these opinions, we take into account, among other things, the fact that the lawyer is admitted to the jurisdiction in which the law is in question. Shareholders who wish to challenge a company`s reliance on legal advice under domestic or foreign law should, but are not obliged, provide the opinion of a lawyer supporting their position. We have structured this newsletter in the form of questions and answers to facilitate understanding and answering questions about its content. References to „we“, „us“ and „our“ refer to the Corporate Finance Division.
A copy of Article 14a-8 can be found in Press Release No 34-40018 of 21 May 1998, available on the Commission`s Internet site under www.sec.gov/rules/final/34-40018.htm. Whether or not you are familiar with Rule 14a-8, we hope this bulletin will help you better understand the rule, the no-action application process, and our views on some of the issues and questions that often arise when considering no-action requests. While not exhaustive, we believe the bulletin contains information that will help corporations and shareholders make the rule work more effectively. Please contact us if you have any questions about the information contained in the newsletter. Related information: The statements contained in this legal bulletin reflect the views of the Corporate Finance Division. This bulletin is not a rule, regulation or statement of the Securities and Exchange Commission. Moreover, the Commission neither approved nor rejected its content. We recognize that if a proposal links to a website that is not operational at the time the proposal is submitted, it is impossible for a company or its employees to assess whether the link to the website can be excluded. In our view, a reference to a non-operational website in a proposal or supporting statement under Article 14(a)(8)(i)(3) could be excluded because it is not relevant to the subject matter of a proposal. However, we understand that a proponent will want to include a reference to a website containing information about the proposal, but will want to wait before activating the website until it becomes clear that the proposal will be included in the company`s proxy documents. Therefore, we will not agree that a reference to a website may be excluded as irrelevant under Rule 14a-8(i)(3) because it is not yet operational if, at the time of submission of the proposal, the applicant provides the Corporation with the documents to be published on the website and an assurance that the website will be put into operation.
or before the time the Company submits its final proxy documents. This bulletin is part of the Department`s ongoing efforts to provide advice on important issues arising from rule 14a-8 of the Foreign Exchange Act. Specifically, this bulletin contains information on: The Corporate Finance Division processes hundreds of requests for inaction under Rule 14a-8 each year. We believe that companies and shareholders may benefit from the information we may provide based on our experience in dealing with these requests. That`s why we prepared this newsletter at 12. What is our role after the publication of our no-action response? 2. Can a shareholder ask the corporation not to disclose his or her name in the proxy circular? b. How should a company planning a regular annual meeting calculate the deadline for submitting proposals? 8. Are we obliged to respond to requests that are not active? (2) Do a shareholder`s monthly, quarterly or other periodic investment statements provide for sufficiently continuous ownership of the securities? d. Must a shareholder provide the Corporation with a written statement indicating that he intends to continue to hold the securities until the date of the annual general meeting? Either we indicate that there appears to be a basis for the Company`s view that it can exclude the proposal, or we disagree with the Company`s view that it can exclude the proposal. Since the Company submits the request for no action, our response is addressed to the Company.
However, at the time we respond to a no-action request, we will make all related correspondence available to the Company and the shareholder. These documents are available in the Commission`s public reference domain and in commercially available external databases. 2 Rule 14a-8(b)(2)(i) itself recognizes that the record holder is „usually, but not always, a broker or bank. If the 120th calendar day preceding the publication date indicated in the previous year`s proxy circular is a Saturday, Sunday or holiday, does this change the deadline for receipt of proposals under Rule 14a-8? In this section, we first discuss the objective of giving shareholders the opportunity to review portions of a proposal and supporting statement. Second, we express our views on the revisions that a shareholder makes to their proposal before receiving a corporation`s request for inaction, as well as during our consideration of a no-action motion. Finally, we consider the circumstances in which our responses may allow shareholders to revise their proposals and supporting statements. 4. Rule 14a-8(f) provides that a shareholder`s response to a corporation`s complaint(s) must be cancelled or transmitted electronically no later than 14 days after the shareholder receives the notice or notices. Therefore, a shareholder should respond to the corporation`s complaint(s) in a manner that allows the shareholder to demonstrate when it has responded to the notice. 2.
When preparing a proposal, shareholders should take into account actions that fall within the power or authority of a company. Proposals often require or require action on the part of the company that violates the law or is not within the power or authority of the company to implement it. A shareholder must hold securities of the corporation that are entitled to vote on the proposal at the meeting. No. The 2000 calendar year, the last time the corporation submitted a proposal dealing with substantially the same subject, is always within the prescribed three calendar years. However, the year 2000 was the only time in the previous five calendar years that the company contained a proposal on substantially the same subject, and it received more than 3% of the votes at the 2000 meeting. Therefore, the entity would not be entitled to exclude the proposal under Rule 14a(8)(i)(12)(i). Rule 14a-8 sets specific time limits for the shareholder proposal procedure. The following table briefly describes these timelines. the use of references to websites in suggestions and supporting statements.
c. How to establish ownership of a shareholder? Only votes for and against a proposal are included in the calculation of shareholder votes for that proposal.