Publications

Corporate Partners A.J. Kess and Karen Kelley and Corporate Associate Yafit Cohn published an article in Law360, “SEC Confirms Its Approach To ‘Substantial Implementation.’” The article discusses the guidance offered by the SEC during the 2016 proxy season on the application of Exchange Act Rule 14a-8(i)(10), pursuant to which an issuer may exclude a shareholder proposal from its proxy statement if it has already substantially implemented the proposal. In particular, the article examines three recent no-action letters that confirm the view of the SEC staff that, when it comes to applying the “substantial implementation” exclusion, there is a crucial distinction 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 bylaw. The article proceeds to discuss the authors’ view regarding the implications of these recent no-action letters. 

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