Stay current on changes and developments in corporate law with a wide variety of resources and tools.
Dec. 1 — Global investment firm Franklin Resources Inc. may not exclude from its proxy materials a shareholder resolution seeking more information about its climate change stance, the Securities and Exchange Commission staff concluded.
The proposal called on the company's board to issue a climate change report to shareholders assessing “any incongruities between the proxy voting practices of the company and its subsidiaries within the last year, and any of the company's policy positions regarding climate change.”
Lead filer Zevin Asset Management LLC said available information suggests that the company's proxy voting record is inconsistent with a “responsive approach to climate change.”
Attorney Sanford Lewis, who represented Zevin, told Bloomberg BNA Dec. 1 that the no-action response “ends some of the insularity” that mutual funds have had over their proxy voting practices, particularly with respect to climate-related proposals. A representative from Franklin Resources didn't immediately respond to a request for comment. Franklin Resources is a holding company that conducts business through its subsidiaries, including investment advisers known collectively as the Franklin Templeton Investment Advisers.
In its request for no-action relief, the company claimed that the proposal was excludable because it dealt with matters relating to FTI Advisers' ordinary business operations. The company also argued that it lacked authority to implement the proposal.
In its Nov. 24 no-action letter, the Division of Corporation Finance didn't agree that the company may exclude the proposal under the “ordinary business exclusion” rule—1934 Securities Exchange Act Rule 14a-8(i)(7).
“In arriving at this position, we note that the proposal focuses on the significant policy issue of climate change,” the letter, signed by SEC Attorney-Adviser Jacqueline Kaufman, said.
To contact the reporter on this story: Michael Greene in Washington at email@example.com
To contact the editor responsible for this story: Yin Wilczek at firstname.lastname@example.org
The no-action correspondence is available at http://www.sec.gov/divisions/corpfin/cf-noaction/14a-8/2015/fairbanks112415-14a8.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 email@example.com.
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 firstname.lastname@example.org.
Put me on standing order
Notify me when new releases are available (no standing order will be created)