"The Shareholder Proposal Process: Practice Pointers"

Tuesday, October 1, 2013

2:00 - 3:00 pm, eastern [archive and transcript to follow]

Navigating the shareholder proposal process requires quite a bit of specialized knowledge about a unique SEC Staff process - as well as how to work with different types of shareholder proponents (or companies if you are a proponent). This program is not a refresher on the basics; it dives deeper as our experts - from both the corporate and proponent perspectives - talk about the latest negotiation tactics, how to best request no-action relief, how to draft proposal-related disclosure, and much more.

Join our experts:

  • Marty Dunn, Partner, O'Melveny & Myers LLP
  • Keir Gumbs, Partner, Covington & Burling LLP
  • Beth Ising, Partner, Gibson Dunn & Crutcher LLP
  • Paul Neuhauser, Director, Interfaith Center on Corporate Responsibility
  • Beth Young, Consultant

Among other topics, this program will cover:

  • From the proponent's perspective, what factors are considered when deciding to "copy" a form of proposal that has avoided exclusion versus experimenting with a new formulation of proposal?
  • From a company's perspective, what factors are considered in deciding whether to submit a no-action request?
  • What are good practices for negotiating over a proposal (including negotiating even before a proposal is received)?
  • Under what circumstances does a proponent or company decide it's not worth trying to negotiate out a proposal?
  • From a proponent's perspective, how does one decide whether to continue pursuing an issue for more than one year?
  • On the company side, what type of post-mortem should the board and management conduct after each vote?
  • What are good practices for working with the SEC Staff after a no-action request has been submitted?
  • What are good practices for working with the other side while a no-action request is pending?
  • What are factors to consider in deciding whether to appeal a no-action decision, including deciding to sue?
  • What are good practices in drafting a supporting statement? In drafting a statement of opposition?

 

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