Rule 14a-8 Shareholder Proposals and the Government Shutdown

Posted by Andrew R. Brownstein, David A. Katz, and Sabastian V. Niles, Wachtell, Lipton, Rosen & Katz, on Saturday, January 19, 2019 Editor's Note: Andrew R. Brownstein, David A. Katz, and Sabastian V. Niles are partners at Wachtell, Lipton, Rosen & Katz. This post is based on a Wachtell Lipton memorandum by Mr. Brownstein, Mr. Katz, Mr. Niles, and Viktor Sapezhnikov. As the 2019 proxy season approaches, to the extent the U.S. federal government shutdown continues, companies with Rule 14a-8 shareholder proposals will have some difficult decisions to make. Although a company is not required to submit a no-action letter to the SEC to exclude a Rule 14a-8 shareholder proposal (but is required to submit its reasons for the exclusion to the SEC and to the proponent), the almost universal practice is to ask the SEC Staff to concur with a company’s planned exclusion of a proposal. The company’s reasons for excluding a Rule 14a-8…

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