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Shareholder proposals: Distinguishing policy issues from routine business matters for inclusion in a company's proxy materials
Author(s) -
Zuckerman Jeffrey R.,
O'Donnell John J.
Publication year - 1993
Publication title -
journal of corporate accounting and finance
Language(s) - English
Resource type - Journals
eISSN - 1097-0053
pISSN - 1044-8136
DOI - 10.1002/jcaf.3970050108
Subject(s) - shareholder , proxy (statistics) , corporation , accounting , business , inclusion (mineral) , variety (cybernetics) , corporate governance , law and economics , economics , finance , sociology , computer science , social science , machine learning , artificial intelligence
When a shareholder proposal concerns the conduct of ordinary business operations, a corporation can decline to include it in the proxy materials distributed to shareholders prior to a shareholder meeting. But it can be difficult to distinguish between matters that fall under this exclusion and matters relating to significant corporate policy— which must be included in the proxy materials. This article discusses the SEC's and the court's varying positions on such distinctions in a variety of cases.