Understanding SEC's Mixed Guidance On Apple Proposals

By Kimberly Myers, Daniel Feldman and Thor Petersen (January 24, 2018, 3:49 PM EST) -- Recent, seemingly disparate actions by the U.S. Securities and Exchange Commission with respect to two shareholder proposals may leave companies and shareholders confused as to whether companies may exclude shareholder proposals related to corporate social responsibility (CSR) from proxy materials. Upon closer inspection, however, the SEC's actions appear consistent with its recently issued Staff Legal Bulletin 41I. The SLB, issued on Nov. 1, 2017, articulates a framework for companies to apply to determine whether they may exclude shareholder proposals, including CSR-related proposals, from proxy materials under the "ordinary business" exception (Rule 14a-8(i)(7))....

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