On October 23, 2018, the SEC Division of Corporation Finance issued Staff Legal Bulletin No. 14J, which reiterated and expounded upon prior guidance regarding when companies may exclude shareholder proposals under the economic relevance exception of Rule 14a-8(i)(5), and the ordinary business exception of Rule 14a-8(i)(7).
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Securities and Exchange Commission
New SEC Disclosure Standards Effective November 5
On August 17, 2018, the Securities and Exchange Commission voted to adopt amendments to duplicative, overlapping, outdated or superseded disclosure rules for public companies. The new rules take effect on November 5, 2018 and are effective for all SEC filings made on or after that date.
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SEC Rulemaking Activity of Interest to Retailers
The SEC recently proposed or adopted several rules of interest to retailers, particularly those that are publicly traded. They concern (1) final rules modernizing the definition of “smaller reporting company,” (2) final rules implementing the use of Inline eXtensible Business Reporting Language and (3) proposed rules amending the SEC’s whistleblower program.
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2018 Proxy Season Update
As the 2018 proxy season is winding down, some trends have begun to emerge regarding CEO pay ratio disclosure, shareholder proposals and virtual shareholder meetings. …
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Department of Labor Issues New Guidance on ESG Investing
In recent years, publicly traded retailers in have experienced a significant uptick in interest from investors focused on Environmental, Social and Governance issues. On April 23, 2018, the Department of Labor released Field Assistance Bulletin 2018-01, which applies to certain retirement plan fiduciaries who make investment and proxy voting decisions that derive from ESG concerns, and may impact investor behavior at public retailers.
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SEC Staff Permits Exclusion of Shareholder Proposal Under Economic Relevance Exception
At the end of February, the SEC staff issued a No-Action Letter permitting a company to exclude a shareholder proposal under Rule 14a-8(i)(5), often referred to as the economic relevance exception. This could have implications for other retailers seeking to exclude shareholder proposals under the rule in the future.
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Hunton Publishes Retail Year in Review
On January 18, 2018, Hunton’s retail industry lawyers released their annual Retail Year in Review publication. Continue reading for access to the entire publication. …
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Securities Regulators Expand Oversight of ICO Market and Digital Currency
The Initial Coin Offering market exploded in 2017 with almost $4 billion of investments. Securities regulators in the United States have responded first with a series of public warnings and, more recently, by bringing enforcement actions against promoters of ICOs and other digital currency investments. We survey some of the recent regulatory developments in this rapidly evolving field. …
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Environmental Activist Submits Shareholder Proposal on Climate Control
Recently, the Securities and Exchange Commission allowed Apple Inc. to exclude a shareholder proposal from its proxy statement that requested that Apple “produce a report assessing the climate benefits and feasibility of adopting store-wide requirements for having all retail locations implement a policy on keeping entrance doors closed when climate control (especially air-conditioning during warm months) is in use.” …
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Company Ends Initial Coin Offering after SEC Finds Securities Violations
On December 11, 2017, the SEC issued a cease-and-desist order against Munchee Inc. after finding that the company’s initial coin offering constituted unregistered offers and sales of securities.
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