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SEC rule governing inclusion and exclusion of shareholder proposals in company proxy statements.
Debevoise lawyers say the SEC's September 16 plan to rescind Rule 14a-8 would make activist campaigns at listed closed-end funds and BDCs costlier. After the Supreme Court's June Saba ruling, it would give fund boards a second advantage, though only the ruling is settled law.
Reality
A September 16 proposal would rescind Rule 14a-8 and widen the discretion companies hold over proxies already returned to them, completing a withdrawal the SEC's staff started nearly a year ago.
Reality
Commissioner Mark Uyeda says the legal authority for a rule the SEC has run for eight decades was lacking, and his own statement allows that removing it could widen what shareholders may put to a vote.
Reality
Frederick Alexander is telling executives and investors to write a private substitute for the shareholder proposal rule now, while the federal version still exists to trade against.
Reality
Meta will pay up to $17.1 billion to settle youth-safety claims from 47 states and thousands of families, five years after a content governance proposal carried the company's independent holders and lost on Mark Zuckerberg's ballot.
Reality
Corp Fin will no longer answer any Rule 14a-8 no-action request, so the judgment about whether an exclusion holds sits with the company that makes it, and the next reader of that judgment is a judge.
Reality
Volume is down 46.7% in two seasons and the approval rate has slipped to 3.9%, with every pass drawn from a short list of structural questions about corporate control. Engagement budgets have not caught up.
Reality
The SEC's Division of Corporation Finance has stopped answering companies on Rule 14a-8, which leaves the 80-day exclusion notice as the only filing in the process and the opinion inside it entirely the company's own.
Reality
Nine in ten exclusion requests now draw a no-objection letter that reflects no review of the merits, and requests fell by half. The judgement moved to the general counsel's office.
Reality