- Posts by Michael R. Neidell
PartnerMichael’s practice, which spans both the corporate and activist work, focuses on mergers, tender offers, and asset and stock purchases and sales. He also regularly represents issuers and investors in public and private equity ...
This blog post discusses recent SEC guidance that will adversely impact the ability of reporting companies to exclude shareholder proposals from their proxy materials. The bulletin issued by the SEC significantly narrows the "conflicting proposals" exclusion under
Rule 14a-8(i)(9) and confirms the SEC's historical interpretation of the "ordinary business" exclusion under Rule 14a-8(i)(7).
This post discusses recent SEC guidance regarding matters that must be submitted as a separate proposal to be voted on by shareholders of a target company seeking approval of a merger or acquisition. The SEC concludes that, in acquisitions where the target company shareholders are receiving stock of the acquiror, target shareholders, in addition to voting on the merger itself, must also separately approve any material amendments to the acquiror’s organizational documents that would substantively affect their rights as shareholders of the acquiror.
The SEC recently adopted a controversial new rule that requires a public company to disclose the ratio of the compensation of its chief executive officer to the median compensation of its employees.