TheCorporateCounsel.net

Earlier this week, Corp Fin reversed an earlier decision and is now allowing Disney to exclude a shareholder proposal regarding shareholder access. Disney had appealed Corp Fin’s earlier decision to the full Commission – but Corp Fin reversed its position upon reconsideration before the Commission got a chance to act on the appeal. According to today’s Washington Post, the proponents will still appeal this reversal to the full Commission (to learn more about the appeals process, see this chapter I wrote).

As I blogged about on December 20th, Corp Fin’s original Disney decision was not consistent with positions the SEC staff took last year on proposals submitted to Qwest Communications and Verizon Communications. But Corp Fin appeared justified in their original Disney decision based on a footnote in the proposing release regarding Rule 14a-11.

I’m not sure what tipped the scale to cause the reversal – but I believe that the proponents didn’t qualify under the parameters set forth in footnote 74 of the access proposing release (perhaps the 1% ownership threshold).

Sample Insider Trading Policies

We have tripled the number of sample insider trading policies – now nearly 80 samples! – in our “Insider Trading Policies” Practice Area, including indicating the date on which each policy was last amended.