Rule 14a-8: SEC FAQs

Overview

SLB 14 specifically indicates that the staff will look to the qualifications of attorneys giving legal opinions in support of exclusions, and in particular will look to where the lawyer is licensed to practice. Companies incorporated in Delaware should engage Delaware counsel to render any opinions dealing with the Delaware General Corporation Law. General Dynamics Corp. (5.01.01) (proposal excludable as improper under Delaware law when supported by an opinion of Delaware counsel).
SLB 14 also reasserts the staffs long-standing positions:

It will not judge the merits of any proposal;
There is no obligation to issue a no-action letter in any particular circumstance;
The staff will not issue no-action letters where litigation is pending; and
Either the company or the proponent may seek de-novo review of a Commission decision in a federal district court. Roosevelt v. E.I. Du Pont De Nemours & Co., 958 F.2d 416, 429 (D.C. Cir. 1992)
Once a comment letter has been issued, the SEC takes a limited role. In SLB 14, the staff indicated that the company must keep track of time periods and should forward the letter to the proponent by a means where the time of receipt can be tracked, even though the SEC has undertaken to deliver the comment directly to the proponent

Staff Legal Bulletin 14 SLB 14 2001

Introduction

Text

SLB 14 Items

A. What is the purpose of this bulletin?

Text

B. Rule 14a-8 and the no-action process

B.1 What is rule 14a-8?
B.2 How does rule 14a-8 operate?
B.3 What are the deadlines contained in rule 14a-8?
B.4 What is our role in the no-action process?
B.5 Factors considered by SEC
B.6 Not solely the subject matter of proposal
B.7 No judgment on merits of proposals
B.8 SEC not required to respond
B.9 No comment on pending litigation
B.10 How SEC responds
B.11 Effect of no-action response
B.12 Role of SEC after no-action response
B.13 Inaccurate company statement in opposition
B.14 Withdrawn proposal; Company concedes
B.15 Withdrawn no-action request

C. Eligibility and procedural requirements

Questions regarding the eligibility and procedural requirements of the rule
C.1 Securities ownership requirement
C.2 500 word limitation
C.3 Meeting submission deadline
C.4 Shareholder meeting attendance
C.5 Continued abuse of 14a-8 process
C.6 Company process to exclude

D. Inclusion of shareholder names in proxy statements

Questions regarding the inclusion of shareholder names in proxy statements
Text

E. Revisions to proposals and supporting statements

Questions regarding revisions to proposals and supporting statements

E.1 Why revisions are permitted
E.2 Revisions before company submits no-action request
E.3 Revisions after company submits no-action request
E.4 Correspondence must be sent to SEC
E.5 Permitted revisions

F. Other questions that arise under rule 14a-8

F.1 Reference to a website address
F.2 Substantially similar proposal -14a-8(i)(12)
F.3 Calendar years
F.4 Counting votes - 14a-8(i)(12)

G. SEC recommendations

How can companies and shareholders facilitate our processing of no-action requests or take steps to avoid the submission of no-action requests?
Eligibility and procedural issues
Substantive issues

H. Conclusion

Text

Staff Legal Bulletin 14A SLB14A

Addresses application of Rule 14a-8(i)(7)

SLB14A Text
Application of ordinary business operation exclusion
to employment-related matters

Staff Legal Bulletin 14B SLB 14B

Introduction

Text

SLB 14B Items

A. What is the purpose of this bulletin?

Text

B. Rule 14a-8(i)(3) - False or misleading statements?

Under rule 14a-8(i)(3), when will the staff grant requests to exclude either all or part of a proposal or supporting statement based on false or misleading statements?
B.1 What is rule 14a-8(i)(3)?
B.2 Our approach to rule 14a-8(i)(3) no-action requests
B.3 The need to clarify our views under rule 14a-8(i)(3)
B.4 Clarification of our views regarding the application of rule 14a-8(i)(3)

C. Re: companies' notices of defect(s)?

What are common issues regarding companies' notices of defect(s)?
C.1 How should companies draft notices of defect(s)?
C.2 Is there any further guidance to companies with regard to what their notices of defect(s) should state about demonstrating proof of the shareholder proponent's ownership?

D. Re: Rule 14a-8(j)'s 80-day requirement

What are the consequences if the staff denies a company's request for a waiver of rule 14a-8(j)'s 80-day requirement? Will the company have to wait 80 days to file its definitive proxy materials
Text

E. Re: supporting opinion of counsel

When should companies and shareholder proponents provide a supporting opinion of counsel and what should counsel to companies and shareholder proponents consider in drafting such an opinion?
Text

F. Re: how SEC processes no-action

What should companies and shareholder proponents know about how we process no-action requests?
F.1 Availability of materials provided to us
F.2 Availability of responses
F.3 Facilitating prompt, consistent delivery of responses to companies and shareholder proponents

G. Conclusion

Text

Staff Legal Bulletin 14C SLB 14C

Introduction

Text

SLB 14C Items

A. What is the purpose of this bulletin?

Text

B. Change in SEC address

Have the addresses for submitting no-action requests and shareholder responses to those requests changed from those published in SLB No. 14?
Text

C. Director independence

Under rule 14a-8(i)(6), when do we concur with a company's view that there is a basis for excluding a proposal calling for director independence?
Text

D. Environmental or public health issues

Under rule 14a-8(i)(7), when do we concur with a company's view that there is a basis for excluding a proposal referencing environmental or public health issues as relating to the ordinary business matter of evaluating risk?
Text

E. Excluding a proponent's name or address

Must a company submit a no-action request to exclude a shareholder proponent's name or address from its proxy statement under rule 14a-8(l)?
Text

F. Company fax number

What company facsimile number should a shareholder proponent rely on when transmitting a proposal or transmitting a response to a notice of defects?
Text

G. SEC to get copies of all relevant correspondence

When submitting a no-action request, should a company provide us with all relevant correspondence exchanged with the shareholder proponent(s)?

Text

H. Withdrawn proposal - multiple proponents

When a company submits a letter withdrawing a no-action request for a proposal submitted by multiple proponents, should the company include documentation demonstrating that each shareholder proponent has agreed to withdraw the proposal?

Text

I. SEC faxed responses

Will we transmit our no-action responses by facsimile to companies and shareholder proponents?
Text

J. Conclusion

Text

// This display the document title in the html page document.write(document.title);