Stay current on changes and developments in corporate law with a wide variety of resources and tools.
By Che Odom
Feb. 19 — Citigroup Inc. stockholders may be voting on a shareholder resolution calling for an independent board committee to examine whether divestiture of all non-core banking business segments would enhance shareholder value, as a result of a Feb. 18 determination by the SEC staff.
In a “no action” letter posted to the agency's website Feb. 19, the Securities and Exchange Commission's Division of Corporation Finance said it could not concur with Citigroup's contention that shareholder Bartlett Naylor's resolution could be excluded from the company's proxy materials.
In his Nov. 11, 2015, submission to Citigroup, Naylor said that some investors are concerned that a “mega-bank” like Citigroup may be not only “too big to fail,” but also “too big to manage” effectively so as to contain risks that may spread across the company's business segments.
Naylor is a financial policy advocate at Public Citizen.
Citigroup argued that the proposal could be omitted because it failed to include material information regarding costs of a report to be produced by the committee and because it has already been substantially implemented.
In contending that Naylor's proposal has been substantially implemented, the bank pointed to its Citi Holdings segment, which it said is composed entirely of non-core assets that the company “has not yet sold but currently intends to exit.”
To contact the reporter on this story: Che Odom in Washington at firstname.lastname@example.org
To contact the editor responsible for this story: Yin Wilczek at email@example.com
The no-action letter is available at http://www.sec.gov/divisions/corpfin/cf-noaction/14a-8/2016/bartlettnaylor021816-14a8.pdf.
All Bloomberg BNA treatises are available on standing order, which ensures you will always receive the most current edition of the book or supplement of the title you have ordered from Bloomberg BNA’s book division. As soon as a new supplement or edition is published (usually annually) for a title you’ve previously purchased and requested to be placed on standing order, we’ll ship it to you to review for 30 days without any obligation. During this period, you can either (a) honor the invoice and receive a 5% discount (in addition to any other discounts you may qualify for) off the then-current price of the update, plus shipping and handling or (b) return the book(s), in which case, your invoice will be cancelled upon receipt of the book(s). Call us for a prepaid UPS label for your return. It’s as simple and easy as that. Most importantly, standing orders mean you will never have to worry about the timeliness of the information you’re relying on. And, you may discontinue standing orders at any time by contacting us at 1.800.960.1220 or by sending an email to firstname.lastname@example.org.
Put me on standing order at a 5% discount off list price of all future updates, in addition to any other discounts I may quality for. (Returnable within 30 days.)
Notify me when updates are available (No standing order will be created).
This Bloomberg BNA report is available on standing order, which ensures you will all receive the latest edition. This report is updated annually and we will send you the latest edition once it has been published. By signing up for standing order you will never have to worry about the timeliness of the information you need. And, you may discontinue standing orders at any time by contacting us at 1.800.372.1033, option 5, or by sending us an email to email@example.com.
Put me on standing order
Notify me when new releases are available (no standing order will be created)