The Securities and Exchange Commission has proposed new rules to govern shareholder proposals, but some contend that the proposals will restrict access

Article Abstract:

A 1997 SEC proposal to add an "override" provision to Rule 14a-8, allows a shareholder to override an exclusion of a proposal with 3% of the company's shareholders and thereby obtain access to management's proxy materials, even if the proposal could have been excluded under the relevant or ordinary business exclusions. The SEC proposal would bar automatic exclusion of shareholder propsals on social issues because they concern ordinary business operations. This proposal has occasioned much controversy and other proposed rules are also listed.

United States, United States. Securities and Exchange Commission

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Shareholder rights plans are under board review; as 1980s rights plans expire, clients try to adopt formulas that withstand court review

Article Abstract:

Many of the 1700 so-called Poison Pill shareholder rights plans in existence expire between mid-1996 and late 1997, leading company boards to re-examine these defensive measures. Courts in Delaware and elsewhere have clarified and confirmed the legality of such plans, though some provisions have been struck down and thus should be avoided. Poison pills have reshaped takeover battles, often giving boards a means to reject hostile bids made at a large premium to current stock value if they are not in shareholders' interest.

Analysis, Acquisitions and mergers, Corporate governance, Tender offers (Securities), Tender offers

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