SEC STAFF LEGAL BULLETIN REGARDING RULE 14A-8 OF THE SECURITIES EXCHANGE ACT OF 1934

[13819] August 9, 2001 TO: CLOSED-END INVESTMENT COMPANY COMMITTEE No. 12-01 RE: SEC STAFF LEGAL BULLETIN REGARDING RULE 14a-8 OF THE SECURITIES EXCHANGE ACT OF 1934 The Securities and Exchange Commission’s Division of Corporation Finance has issued a Staff Legal Bulletin providing information on Rule 14a-8 of the Securities Exchange Act of 1934.1 The Legal Bulletin is structured in a question and answer format and, among other things, explains the Rule 14a-8 no-action process, provides guidance to companies and shareholders on issues and questions that commonly arise under Rule 14a-8, and suggests ways in which both companies and shareholders can facilitate the SEC’s review of no-action requests under the rule. In particular, the Legal Bulletin reviews the substance of Rule 14a-8 including the bases for exclusion of a shareholder proposal, the various deadlines for the shareholder proposal process, the factors the SEC considers in determining whether to concur with a company's view regarding exclusion of a proposal from a proxy statement, the actions the SEC may take in response to a no-action request and the effect of an SEC no-action response. The Legal Bulletin also discusses several issues relating to the eligibility and procedural requirements of the rule including issues relating to the amount and types of securities a shareholder must own to be eligible to submit a proposal, how a shareholder's ownership should be substantiated, and what a company must do in order to exclude a proposal that fails to comply with the eligibility or procedural requirements of the rule. Finally, the Legal Bulletin discusses issues regarding revisions to a proposal and supporting statement, in particular, the purpose for allowing shareholders to revise portions of a proposal and supporting statement, the SEC’s views regarding revisions that a shareholder makes to his or her proposal before the SEC receives a company's no-action request and during the course of the SEC’s review, and the circumstances under which the SEC’s response may allow shareholders to make revisions to a proposal and supporting statement. The Legal 1 U.S. Securities and Exchange Commission, Division of Corporation Finance, Staff Legal Bulletin No. 14 (July 13, 2001) (“Legal Bulletin”). 2Bulletin also addresses the circumstances under which a company must accept and address revisions to a proposal. Ari Burstein Associate Counsel Attachment Attachment (in .pdf format)