On November 1, 2017, the staff of the Division of Corporation Finance issued a new staff legal bulletin (SLB 14I), providing guidance on the excludability of shareholder proposals under the "ordinary business" exclusion and the "economic relevance" exclusion, as well as other issues arising under Rule 14a-8. The guidance is effective immediately and therefore will be relevant to companies seeking to rely on those provisions to exclude shareholder proposals from their proxy materials for the 2018 proxy season. SLB 14I gives rise to significant new requirements and leaves many questions open as to how these two exclusions will be applied in practice.

To access our Nov. 3 alert on this topic, click here.