Impact of SEC Guidance on Shareholder Proposals in the 2018 Proxy Season

Harvard Law School Forum on Corporate Governance and Financial Regulation

Marc S. Gerber Ryan J. Adams

Prior to the 2018 proxy season, the staff of the SEC's Division of Corporation Finance published a legal bulletin that provided guidance as to companies’ ability to exclude shareholder proposals from their proxy statements under “ordinary business” or “relevance” grounds. Lessons from the 2018 proxy season provide potential insight as to the future use of that guidance.