The SEC’s New Guidance on Shareholder Proposals: Implications Explored
The legal landscape for shareholder proposals is evolving unceasingly as regulatory developments continue to emerge in the backdrop. In October 2018, the U.S. Securities and Exchange Commission (SEC) released its Staff Legal Bulletin No. 14J (SLB 14J) on shareholder proposals. Although SLB 14J as well as the Staff no-action decisions from the 2019 proxy season provided substantial guide on shareholder proposals, the path forward for proponents and companies alike remains unpredictable and unclear.
Thus, it is necessary for companies to keep themselves abreast of the latest developments to ensure compliance and avoid risk issues.
In this LIVE Webcast, a panel of key thought leaders and professionals assembled by The Knowledge Group will provide the audience with an in-depth analysis of the implications of SEC's new guidance on shareholder proposals. Speakers will also offer the best compliance practices moving forward.
Key topics include:
- SEC’s New Shareholder Proposals Guidance
- The 2019 Proxy Season Takeaways
- Emerging Trends and Developments
- Red Flags
- Best Compliance Strategies
- 2020 Proxy Season Outlook
Shearman & Sterling LLP
- 2019 Trends
- 2019 Bottom Line
- 2020 Expected Trends & Engagement Strategies
- Seeking Exclusions- 14a-8 Background
Kilpatrick Townsend & Stockton LLP
- Uncharted Territory: The Significant Impact of Corp Fin’s September 6, 2019 Announcement on Shareholder Proposal No-action Letter Requests
- The significant impact of Corp Fin’s September 6, 2019 announcement on shareholder proposal no-action letter requests
- Breaking down the key elements of the new guidance
- What will an oral response look like?
- Preparing for the abyss: What happens if the Staff declines to state a view on your no-action request?
- The implications of a “no view” review
- Great expectations: The role of the Board of Directors in the shareholder proposal process
- Staff Legal Bulletin 14J (October 2018)
- Inclusion of a board analysis: Takeaways from the 2017–2018 proxy season
- Inclusion of a board analysis: Takeaways from the 2018–2019 proxy season
- Initial thoughts and red flags about including board analysis in the 2019–2020 proxy season no-action requests
- Other related takeaway question: Is the “economic relevance” exclusion in vogue?
Who Should Attend:
- Corporate Governance/Proxy Advisory Professionals
- Institutional Investors
- HR and Compensation Officers/Professionals
- General Counsel
- In-house Counsel
- Board of Directors
- Public Companies
Gillian Emmett Moldowan is a partner in the Compensation, Governance & ERISA practice.
She advises companies, boards of directors, executives and investors on compensation and benefit matters, including equity-based incentives, deferred compensation programs and employment, retention and severance arrangements. Her practice focuses in particular on issues that arise at the intersection of human capital management and corporate governance and in securities offerings and mergers and acquisitions transactions. She regularly counsels clients on disclosure, trading rules (including Section 16) and the negotiation of executive employment arrangements. Gillian also advises on the applicability of federal securities law, tax law and general employment-related legal issues.
Gillian Emmett Moldowan is a partner in the Compensation, Governance & ERISA practice. She advises companies, boards of directors, executives …
Ed Olifer is the Managing Partner of Kilpatrick Townsend's Washington, D.C. office. He advises companies and their boards on a broad range of SEC disclosure compliance matters, mergers and acquisitions, capital formation transactions, and complex corporate governance issues. He advises public companies on SEC reporting and proxy disclosures. He also helps clients strategically prepare for their annual meetings of shareholders, including with respect to shareholder engagement and responding to shareholder proposals. In addition, he advises on corporate governance matters and best practices, including board independence issues and governing documents, such as bylaws, committee charters and board policies.
Mr. Olifer regularly represents a variety of companies in the financial services industry, including publicly and privately owned financial institutions, mutual member-based financial institutions, credit unions, start-up/de novo entities and investment banking firms. He has extensive experience in counseling clients on financial institution regulatory and compliance matters, and advises clients regarding federal and state charter selection and conversion options and procedures.
Ed Olifer is the Managing Partner of Kilpatrick Townsend's Washington, D.C. office. He advises companies and their boards on a …
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Method of Presentation:
General knowledge of securities law
NY Category of CLE Credit:
Areas of Professional Practice
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