News & Events

A Firm Memo published on August 2 by Corporate Partner A.J. Kess and Corporate Associate Yafit Cohn was quoted in Society Alert, a weekly newsletter distributed by the Society for Corporate Governance that covers timely corporate governance developments. The article, titled “SEC Denies 14a-8(i)(10) No-Action Relief on Proxy Access Bylaw Proposal,” discusses a decision by the staff of the SEC’s Division of Corporation Finance (the “Staff”) to deny no-action relief to H&R Block, under Rule 14a-8(i)(10), with regard to a shareholder proposal seeking to amend the company’s existing proxy access bylaw. As noted in the article, the memo’s authors note the Staff’s apparent distinction, under Rule 14a-8(i)(10), between a shareholder proposal that seeks the adoption of proxy access with specified provisions and one that requests enumerated revisions to the company’s existing proxy access bylaws. The article references the Firm memo’s conclusion that, going forward, the latter scenario “is unlikely to be viewed as ‘comparing favorably with the guidelines of the proposal’” but that, given this past season’s proxy access voting results, issuers can take comfort in the fact that proposals such as the one submitted at H&R Block will unlikely succeed at the ballot box when submitted to companies with existing proxy access bylaws that generally comport with the now-market standards. 

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