The Harvard Law School Forum on Corporate Governance https://corpgov.law.harvard.edu The leading online blog in the fields of corporate governance and financial regulation. Fri, 17 Jul 2026 11:32:25 +0000 en-US hourly 1 https://wordpress.org/?v=6.5.8 https://corpgov.law.harvard.edu/wp-content/uploads/2024/02/cropped-photography-4-e1706898544564-1-32x32.png Can a Public Company Effectively Opt Out of Rule 14a-8? – The Harvard Law School Forum on Corporate Governance https://corpgov.law.harvard.edu 32 32 Can a Public Company Effectively Opt Out of Rule 14a-8? https://corpgov.law.harvard.edu/2020/03/30/can-a-public-company-effectively-opt-out-of-rule-14a-8/?utm_source=rss&utm_medium=rss&utm_campaign=can-a-public-company-effectively-opt-out-of-rule-14a-8 https://corpgov.law.harvard.edu/2020/03/30/can-a-public-company-effectively-opt-out-of-rule-14a-8/#comments Mon, 30 Mar 2020 12:41:42 +0000 https://corpgov.law.harvard.edu/?p=127832?d=20200330084142EDT Posted by Phillip Goldstein, Bulldog Investors, on Monday, March 30, 2020
Editor's Note:

Phillip Goldstein is the co-founder of Bulldog Investors.

For almost eighty years Rule 14a-8 has been an integral part of the regulatory landscape, serving as a widely used means of communication between securityholders and the companies in which they invest. While the rule has been not been without controversy and has been tweaked from time to time, its fundamental objective, i.e., subject to certain specified conditions, the obligation of an issuer of publicly traded securities to include in its proxy materials a proposal submitted by a shareholder, has never faced a serious challenge—until now.

I recognize that companies are concerned about Rule 14a-8 being abused by those seeking to advance (usually left-wing) ideologies. In part, that concern prompted the Securities and Exchange Commission to issue Release No. 87458 proposing certain modifications to Rule 14a-8. Yet, while the Commission has been pre-occupied with the finer points of Rule 14a-8 and investors and companies duel it out in comment letters, law firms, led by Skadden Arps, Slate, Meagher & Flom LLP, are quietly promoting a scheme to permit issuers to effectively opt out of the rule entirely.

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