Publications

Corporate Partners A.J. Kess and Karen Hsu Kelley and Corporate Associate Yafit Cohn published an article in Law360, “SEC Curtails 'Substantial Implementation' Exclusion.” The article discusses the SEC Staff’s recent denial of no-action relief to H&R Block in connection with a shareholder proposal requesting specific revisions to the company’s existing proxy access bylaw. Given the Staff’s conclusion that, despite its previous adoption of proxy access, H&R Block did not “substantially implement” the shareholder proposal, the article predicts that the issuer community will see more shareholder proposals during the 2017 proxy season that seek specific revisions to issuers’ existing proxy access bylaws. The authors suggest, however, that the Staff’s no-action denial should not impact the decisions of those issuers who have not yet adopted proxy access.

To read the article in full, please click here (subscription required).