Skadden's "Shareholder Proposal No-Action Requests in the 2020 Proxy Season: Glimmers of Hope for Board Analyses, Limits on Micromanagement" provides an instructive overview of the successful 2020 proxy season shareholder proposal no-action requests that included and relied upon a board analysis in the context of SEC staff guidance and prior year results. Notably, staff granted relief on "ordinary business," "relevance," and "substantial implementation" grounds based wholly or in part on the inclusion of a responsive board analysis (via the board nominating & governance committees). The memo also recaps and suggests big picture takeaways from the 2020 proxy season no-action requests that sought exclusion on the basis of the micromanagement prong of the ordinary business exclusion.
Access additional resources on our Shareholder Proposals page. This post first appeared in the weekly Society Alert!