On March 25, 2021, Ohio Senator Sherrod Brown, introduced a joint resolution disapproving several recent amendments to Rule14a-8, which significantly raised the holding and time requirements in order to have a shareholder’s proposal included in proxy materials.
Under the “Congressional Review Act”, “[a] rule shall not take effect (or continue), if the Congress enacts a joint resolution of disapproval . . . of the rule.” 5 U.S.C. § 801(b). Moreover, any rule disapproved of by Congress “may not be reissued in substantially the same form, and a new rule that is substantially the same as such a rule may not be issued” without explicit authorization by law. Id.
As required by the “Congressional Review Act”, the joint resolution has been referred to the Committee on Banking, Housing, and Urban Affairs for consideration.
Progress of the Joint Resolution, along with its original text, can be found here.
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