For the second time in several months (see here), the SEC under Chairman Gary Gensler has reversed a position taken by the SEC under its prior leadership. Specifically, on November 3, the SEC issued Staff Legal Bulletin 14L, which rescinds three SLBs (14I, 14J, and 14K) and makes things easier for proponents of shareholder proposals regarding significant social policies. The new SLB states that the rescinded ones placed “undue emphasis…on evaluating the significance of a policy issue to a particular company at the expense of whether the proposal focuses on a significant social policy.” Accordingly, “the staff will no longer focus on determining the nexus between a policy issue and the company, but will instead focus on the social policy significance of the issue that is subject to the shareholder proposal.”
The new SLB also clarifies the ability of shareholder proponents to use graphics to convey information about their proposals, subject to compliance with other provisions of SEC Rule 14a-8 that may render graphics inappropriate. It also updates guidance on the form of proof of ownership letters submitted by proponents to establish their eligibility to submit proposals.
Please direct any questions or observations to Gunster securities law and corporate governance practice leader Bob Lamm.
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This publication is for general information only. It is not legal advice, and legal counsel should be contacted before any action is taken that might be influenced by this publication.
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Gunster, Florida’s law firm for business, provides full-service legal counsel to leading organizations and individuals from its 11 offices statewide. Established in 1925, the firm has expanded, diversified and evolved, but always with a singular focus: Florida and its clients’ stake in it. A magnet for business-savvy attorneys who embrace collaboration for the greatest advantage of clients, Gunster’s growth has not been at the expense of personalized service but because of it. The firm serves clients from its offices in Boca Raton, Fort Lauderdale, Jacksonville, Miami, Orlando, Palm Beach, Stuart, Tallahassee, Tampa, Vero Beach, and its headquarters in West Palm Beach. With over 200 attorneys and 200 committed support staff, Gunster is ranked among the National Law Journal’s list of the 500 largest law firms and has been recognized as one of the Top 100 Diverse Law Firms by Law360. More information about its practice areas, offices and insider’s view newsletters is available at www.gunster.com.
