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Legal Update

US SEC Staff Offers Guidance On Exclusion of Shareholder Proposals from Company Proxy Statements

30 October 2009
Mayer Brown Legal Update
Rule 14a-8(i) of the Securities Exchange Act of 1934 provides a list of the permitted, non-procedural reasons for an issuer to exclude a shareholder proposal from its proxy statement. Rule 14a-8(i)(7) allows an issuer to exclude a proposal that “deals with a matter relating to the company’s ordinary business operations.”

Authors

  • Paul C. de Bernier
    T +1 213 229 9542
  • Robert F. Gray, Jr.
    T +1 713 238 2600
  • Philip J. Niehoff
    T +1 312 701 7843
  • David A. Schuette
    T +1 312 701 7363
  • Mark Uhrynuk
    T +852 2843 4307
  • Laura D. Richman
    T +1 312 701 7304
  • Edward S. Best
    T +1 312 701 7100
  • Robert E. Curley
    Senior Counsel, Independent Contractor
    T +1 312 701 7306
  • James B. Carlson
    T +1 212 506 2515
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