John Newell, Arthur McGivern and David Roberts
To explain SEC Division of Corporation Finance Staff Legal Bulletin No. 14H (SLB 14H), which provides interpretive advice on how the Staff will treat shareholder proposals under…
Abstract
Purpose
To explain SEC Division of Corporation Finance Staff Legal Bulletin No. 14H (SLB 14H), which provides interpretive advice on how the Staff will treat shareholder proposals under the “directly conflicts” and “ordinary business” exclusions under Rule 14a-8.
Design/methodology/approach
Explains Rule 14-8 concerning the inclusion of shareholder proposals in a company’s proxy materials, Rule 14a-8(i)(9) on substantive bases for exclusion of shareholder proposals, guidance from SLB 14H on shareholder proposals that do and do not directly conflict with company proposals, Staff guidance prior to SLB 14H, the “ordinary business” exclusion under Rule 14a-8(i)(7), and how SEC staff guidance differs from the majority opinion in Trinity Wall Street v. Wal-Mart Stores, Inc. on the ordinary business exclusion.
Findings
The SEC Staff’s new standard for conflicting proposals is likely to make it more difficult for companies to exclude a shareholder proposal that is different from a management proposal if the two proposals are not “mutually exclusive”. Staff guidance also states that companies may not exclude proposals focusing on a significant policy issue under the ordinary business exclusion if “the proposals would transcend the day-to-day business matters and raise policy issues so significant that it would be appropriate for a shareholder vote”.
Originality/value
Expert guidance from experienced securities and financial services lawyers.
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John Newell, An-Yen Hu and Bradley Weber
To explain a series of no-action letters recently released by the SEC’s Division of Corporation Finance that help to clarify the circumstances in which a company may exclude…
Abstract
Purpose
To explain a series of no-action letters recently released by the SEC’s Division of Corporation Finance that help to clarify the circumstances in which a company may exclude shareholder proposals involving proxy access bylaw provisions from the company’s proxy statement.
Design/methodology/approach
Explains the background of competing proxy access bylaw provisions adopted or proposed by companies and proposed by shareholders, the “directly conflicts” test explained in SEC Staff Legal Bulletin 14H, and the “substantially implemented” guidelines implied in a series of no-action letters in February and March 2016. Explains the status of shareholder proxy access proposals as of Spring 2016.
Findings
Taken together with an earlier series of no-action letters released in February 2016 and Staff Legal Bulletin No. 14H, published in October 2015, companies considering the adoption of a proxy access bylaw provision now have a clearer understanding of when the Staff of the Division of Corporation Finance is likely to conclude that a company may appropriately exclude a proxy access shareholder proposal in favor of a proxy access provision adopted or proposed by a company.
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This case presents a series of decision points along with a simple process for ascertaining underlying source(s) of disagreement, which represents an important managerial tool…
Abstract
This case presents a series of decision points along with a simple process for ascertaining underlying source(s) of disagreement, which represents an important managerial tool. The president of First Mates' Wholesale Boating Supply Company is faced with the reality of missing year-end earnings projections and breaking a 30-year streak of successive earnings increases. He has asked all his direct reports to meet with their teams and brainstorm about ways to finish the year in strongly and successfully. The case presents a number of those ideas for students to debate and discuss as they decide which ones the company should pursue.
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Daniel Adams, Jennifer Chunias, Robert Hale, John Newell and William T. Goldberg
– The article highlights one of several recent SEC enforcement developments involving whistleblowers.
Abstract
Purpose
The article highlights one of several recent SEC enforcement developments involving whistleblowers.
Design/methodology/approach
The article describes a recent SEC enforcement action based on confidentiality provisions of a company agreement, highlights the provision that the SEC found to be a violation of federal securities laws as amended by the Dodd-Frank Act, and summarizes several other related recent federal regulatory developments. The article suggests actions that companies may wish to take in light of the SEC’s enforcement action in this case.
Findings
The SEC’s expansive view of the Dodd-Frank Act whistleblower protections may require companies to undertake a broad review of confidentiality provisions in various agreements and policies.
Practical implications
Companies should review all confidentiality provisions in light of the KBR enforcement action to determine which agreements, policies and other documents may require amendment to avoid violating the Dodd-Frank whistleblower protections under the federal securities laws. This potentially includes employment-related agreements, HR materials, various other legal documents, and corporate codes of conduct, among others.
Originality/value
The article presents the reasons and practical suggestions for review of confidentiality provision in company agreements, policies and other documents.
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It is a regrettable fact that so few text books on aircraft structures exist which can be recommended to students. We in this country have at least the sad excuse that the…
Abstract
It is a regrettable fact that so few text books on aircraft structures exist which can be recommended to students. We in this country have at least the sad excuse that the teaching of aircraft structural theory formed, until a few years ago, a negligible or non‐existent part of the curriculum of University students in Aeronautics. Interestingly enough, this has never been the policy on the Continent and in the U.S.A. In fact, a number of interesting textbooks on aircraft structures have been published in the U.S.A., but it is probably fair to state that none has achieved the recognition awarded to some books on aerodynamics.
LIBRARIANS in Britain stand at the threshold of great possibilities. Having passed through the ages of the ecclesiastical library, the rich collector's private library, the…
Abstract
LIBRARIANS in Britain stand at the threshold of great possibilities. Having passed through the ages of the ecclesiastical library, the rich collector's private library, the academic institutional library, and the rate‐supported public library—all general libraries —they have reached the age of the special library. The next will be that of the co‐ordinated, co‐operative library service.
Each of these four books, recently published in U.S.A., is addressed primarily to a different circle of readers. “Simple Aerodynamics”, by C. N. Monteith (now Chief Engineer…
Abstract
Each of these four books, recently published in U.S.A., is addressed primarily to a different circle of readers. “Simple Aerodynamics”, by C. N. Monteith (now Chief Engineer, Boeing Airplane Co.), revised by Col. C. G. Carter, is a text book for the use of students of a highly specialised type, namely cadets of the U. S. Military Academy at which institution Col. Carter is Professor of Natural and Experimental Philosophy. It is interesting to learn from the preface that since 1921 all such cadets take a course in Aerodynamics, whether their ultimate destination is the Air Corps or some other branch of service. The book suffers in many respects from being in the main a third edition of one written five years ago. After reading it one is strengthened in the opinion that a subsequent edition of an aeronautical text‐book should, for the present, be written on the same terms as Mr. A. P. Herbert's book for ‘La Vie Parisienne’ at the Lyric—the author should not be allowed to read the original.
Matthew Moorhead, Lynne Armitage and Martin Skitmore
The purpose is to examine the risk management processes and methods used in determining project feasibility in the early stages of the property development process by…
Abstract
Purpose
The purpose is to examine the risk management processes and methods used in determining project feasibility in the early stages of the property development process by Australia/New Zealand property developers, including Monte Carlo simulation, Bayesian models and real option theory embedded in long-term property development and investment decision-making as instruments for providing flexibility and managing risk, uncertainty and change.
Design/methodology/approach
A questionnaire survey of 225 Australian and New Zealand trader developers, development managers, investors, valuers, fund managers and government/charities/other relating to Australia/New Zealand property development companies' decision-making processes in the early stages of the development process prior to site acquisition or project commencement – the methods used and confidence in their organisations' ability to both identify and manage the risks involved.
Findings
Few of the organisations sampled use sophisticated methods; those organisations that are more likely to use such methods for conducting risk analysis include development organisations that undertake large projects, use more risk analysis methods and have more layers in their project approval process. Decision-makers have a high level of confidence in their organisation's ability to both identify and manage the risks involved, although this is not mirrored in their actual risk management processes. Although the majority of property developers have a risk management plan, less than half have implemented it, and a third need improvement.
Practical implications
Property development organisations should incorporate more modern and sophisticated models of risk analysis to determine the uncertainty of, and risk in, a change of input variables in their financial viability appraisals. Practical application includes using such multiple techniques as what-if scenarios and probability analysis into feasibility processes and utilise these specific techniques in the pre-acquisition stages of the property development process and, specifically, in the site acquisition process to support decision-making, including a live risk register and catalogue of risks, including identification of and plans for mitigation of project risks, as a form of risk management.
Originality/value
First study to examine the extent of the decision-making methods used by property developers in the pre-acquisition stage of the development process.
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IN so far as it is possible under wartime restrictions, the purpose of this paper is to present a comprehensive picture of the more important problems in aircraft structural…
Abstract
IN so far as it is possible under wartime restrictions, the purpose of this paper is to present a comprehensive picture of the more important problems in aircraft structural design and research in the interest of advancing the knowledge of those engaged in industries which formerly had but slight connexion with aeronautical engineering, but today are deeply involved in various phases of aircraft work. A similar objective was stated by Dr. A. G. Pugsley as follows: