Stinson Leonard Street Dodd Frank


The Dodd-Frank Act has broad and deep implications that will touch every corner of financial services and multiple other industries. This site, developed and maintained by attorneys at Stinson Leonard Street, is dedicated to making sense of this complex legislation and helping businesses understand how it will affect them specifically. Our Bloggers »


SEC Denies No Action Request Despite Board Analysis under SLB 14I

by   |   December 26, 2017

Apple sought to exclude a shareholder proposal regarding the establishment of a Human Rights Committee on the basis that it involved the company’s ordinary business operations under Rule 14a-8(i)(7). Apple relied on newly issued Staff Legal Bulleting 14I.  Among other things SLB 14I provides that whether a policy issue is of sufficient significance to a particular company to warrant exclusion of a proposal that touches upon that issue may involve a “difficult judgment call” which the company’s board of directors “is generally in a better position to determine,” at least in the first instance.

The SEC denied Apple’s request to exclude the proposal. The SEC noted:

We are unable to conclude, based on the information presented in your correspondence, including the discussion of the board’s analysis on this matter, that this particular proposal is not sufficiently significant to the Company’s business operations such that exclusion would be appropriate. As your letter states, “the Board and management firmly believe that human rights are an integral component of the Company’s business operations.” Further, the board’s analysis does not explain why this particular proposal would not raise a significant issue for the Company.