Shareholders Do it By Proxy

2009 is approaching and we're all getting ready for the merriest time of year: proxy season. There have been a number of developments of note and most center around rule 14a-8. 14a-8 is a mechanism allowing shareholders to get their proposals on the ballot at a company's annual meeting. Since proposals from shareholders generally make management do stuff they don't want to, management tends to fights back by asking the SEC's permission (via no-action letter) to exclude such proposals.

On November 7th, the SEC issued Staff Legal Bulletin 14D providing guidelines under 14a-8 for proposals directing the Board to amend the issuer's charter.

A group of law professors, led by Lucien Bebchuk, is suing Electronic Arts over its exclusion of a proposed resolution creating internal corporate guidelines for 14a-8 proposals. Link here to a post on Harvard Corporate Governance blog for more info and links to the briefs.

Shareholders of Alaska Air Group have proposed that the company amend its charter to limit the company's potential damages in a private lawsuit based on rule 10b-5. This has never been tried, but at least one law professor theorized that it is possible. The courts will decide, I suppose. Click to link to the proposal (via Securities Docket).

SEC Currents has a slightly weirder roundup of shareholder proposals including: Monsanto's proposed loyalty oath and Apple's attempt to avoid an environmental sustainability report.

Finally, the New York Law Journal recently published Charles Nathan's seasonal predictions.