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As Companies Prep for Proxy Season, No-Action Conundrums Abound

Joe Mont | November 10, 2015

As companies prepare for the 2016 proxy season, they should prepare for profound changes in how the Securities and Exchange Commission views attempts to keep shareholder proposals off the proxy statement.

The SEC’s new stance, articulated earlier this fall, is decidedly pro-shareholder. Campaigns to exclude shareholder proposals will be more difficult to win, and those battles you do fight will be on a much more complicated landscape.

Kimberley Anderson“This is a dramatic change from past practice,” says Kimberley Anderson, a partner at law firm Dorsey & Whitney who specializes in corporate governance issues. “It is very clear that the effect will be that a far greater number of shareholder proposals are going to be included.”

For nearly 50 years, companies seeking to exclude a shareholder proposal have...

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