It’s now to the point that I’m having a hard time keeping the Rule 14a-8 litigation straight. Liz shared last week that a trio of proponent lawsuits had sprung up, and two of those three cases had settled by the end of the week. The third case concerning a political spending proposal is ongoing. And Law Prof Ann Lipton recently shared an update on LinkedIn. A hearing was scheduled for yesterday, and the Court ordered the company to send a witness to testify about its record collection and retrieval capabilities for compiling information regarding political contributions. It also “urged the parties to work together to draft a compromise shareholder proposal” that satisfies the proponent’s request while alleviating burdens on the company.

In the meantime, two new proponent lawsuits were filed this week. One involves a proposal submitted to an insurance company by As You Sow and seeks “a report to assess whether pursuing claims for compensation against parties responsible for climate change could reduce losses, benefit shareholders, and help preserve affordable homeowners insurance.” The company plans to exclude the proposal for ordinary business and micromanagement reasons under Rule 14a-8(i)(7).  Another involves a proposal submitted to a retailer by the Comptroller of the State of New York requesting assessment of deforestation risks in the company’s private-label brands. Weeks earlier, the NYS Comptroller had written a letter to 10 shareholder proposal recipients calling for “good faith” engagement.

One of these lawsuits appears to have been filed before the incoming Rule 14a-8(j) notice was posted to the website or the Corp Fin Staff issued a response. (At least, I can’t find either.) While the SEC Staff’s response letter in the other lawsuit was from January 15. We’ll continue to track the more granular on the Proxy Season Blog and in our “Proxy Season” Practice Area.

– Meredith Ervine