Events & Announcements

2017 Symposium – Justice Reinvestment: The Solution to Mass Incarceration?

Feb. 2 & 3, 2017 - Justice Reinvestment: The Solution to Mass Incarceration? The Denver Law Review presents its annual symposium on whether justice reinvestment initiatives are effective tools to end mass incarceration.

Registration is now open. Pending up to 14 CLEs.


Denver Law Review Announces 2016 Emerging Scholar Award Winner

The Denver Law Review is pleased to announce that it has selected Adam Feldman, a Ph.D. student at the University of Southern California, for the 2016 Emerging Scholar Award.

Click here for more information.


DLR Online Proudly Presents a Special Issue, Navigating the Nuance: Pressing Issues in M&A Law and Practice

DLR Online's new special issue, Navigating the Nuance: Pressing Issues in M&A Law and Practice, features eleven student articles covering recent topics in mergers and acquisitions. This is the first collaboration between the Denver Law Review, DLR Online, and Professor Michael R. Siebecker. 
 
Prior special issues from the DLR Online can be found here.

DLR Online Proudly Presents a Special Issue: The Shareholder Proposal Rule and the SEC

DLR Online's new special issue, The Shareholder Proposal Rule and the SEC, features eleven student articles covering Rule 14a-8, the epicenter of the shareholder rights movement. The issue represents the continued collaboration between the Denver Law Review, DLR Online, and Professor J. Robert Brown, Jr. 
 
Explore a thoughtful introduction to the issue by Professor Brown. Prior special issues from the DLR Online can be found here.

DLR Online Proudly Presents a Special Issue 

Taking it to the Next Level: Your Course, Your Program, Your Career

DLR Online's new special issue, Taking it to the Next Level: Your Course, Your Program, Your Career, features three articles by legal writing Professors who share their experiences in the classroom.

 


Vol. 94 Emerging Scholar Award: Request for Submissions

The Denver Law Review is pleased to announce the 2016 Emerging Scholar Award. This exclusive publication opportunity is open to all scholars who (1) have received their J.D. as of March 1, 2016, (2) have not yet accepted a tenure-track teaching position, and (3) have not held a full-time teaching position for more than three years.

The selected recipient will receive an award of $500, and the Denver Law Review will publish the winning entry in Issue 1, Volume 94, scheduled for early 2017.

Click here for more information.


We've Changed Our Name!

The Denver University Law Review is now the Denver Law Review, and the DULR Online is now DLR Online.


Volume 93 Staff Announced

The Denver Law Review is excited to announce the Volume 93 Staff. Please join us in congratulating them in this accomplishment and supporting them in continuing the fine tradition of the Denver Law Review. Please click here to view the masthead.

Please click here to view the photo masthead.


Denver Law Review Announces Emerging Scholar Award

The Denver Law Review is pleased to announce that it has selected Kate Sablosky Elengold, Practitioner-in-Residence at American University's Washington College of Law, for the Emerging Scholar Award of Volume 93.

Click here for more information!


 

Subscriptions and Submissions

For information on how to subscribe to the Denver Law Review, please click here.

For the guidelines on how to submit an article to the Denver Law Review, please click here.

DLR Online

The online supplement to the Denver Law Review

Friday
May062016

THE EVOLUTION OF RULE 14A-8(J): THE GOOD CAUSE TO CLARIFY GOOD CAUSE

[PDF]

Mark Proust

Rule 14a-8 allows shareholders to include proposals in a company’s proxy materials. The Rule also permits the exclusion of a proposal on certain procedural and substantive grounds. In addition, the Rule specifies the process for omitting a proposal. Specifically, subsection (j) specifies that companies intending to exclude a shareholder proposal must “file its reasons” with the staff (the Staff) of the Securities and Exchange Commission (SEC) “no later than 80 calendar days” before the filing of the definitive proxy statement. The Staff uses the information to determine whether to issue a no-action letter allowing for exclusion of the proposal.

Click to read more ...

Friday
May062016

SEC RULE 14A-8(I)(9): THE CONFLICT WITH CONFLICTING PROPOSALS

[PDF]

Philip Nickerson

Rule 14a-8 enables shareholders to include proposals in a company’s proxy materials. Subsection (i)(9) permits the exclusion of proposals that “directly conflict” with a management proposal. In recent years, the subsection has been widely used as a basis for excluding proposals, particularly with respect shareholder proposals addressing the right to call special meetings.

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Friday
May062016

THE “UNORDINARY BUSINESS” EXCLUSION AND CHANGES TO BOARD STRUCTURE 

[PDF]

Megan Livingston

Rule 14a-8 allows shareholders to include proposals in the company’s proxy statement. The provision also provides thirteen substantive grounds for the exclusion of proposals. In particular, Rule 14a-8(i)(7) permits the exclusion of proposals addressing the company’s “ordinary business” operations. The provision is the most commonly used substantive basis for excluding shareholder proposals.

Click to read more ...

Friday
May062016

SEC RULE 14A-8(I)(5): IS IT STILL RELEVANT? 

[PDF]

Kathy Kaoudis

Rule 14a-8 (the Rule) requires that public companies include proposals submitted by shareholders in their proxy statement. A company may, however, exclude a proposal on one of thirteen substantive grounds. While the Rule permits owners and managers to debate business activities of the company, the exclusions prevent shareholders from usurping management’s role in the corporation. As part of this approach, subsection (i)(5) allows for exclusion of proposals that are not “significantly related to the company’s business.

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Friday
May062016

SHAREHOLDER PROPOSALS, DIRECTOR ELECTIONS, AND PROXY ACCESS: THE HISTORY OF THE SEC’S IMPEDIMENTS TO SHAREHOLDER FRANCHISE

[PDF]

Nicole Jones

The Securities Exchange Act of 1934 (Exchange Act) created the Securities and Exchange Commission (SEC or Commission) and assigned the agency the task of promoting the integrity in the markets by providing investors with material information. Section 14(a), however, gave the Commission the authority to regulate proxies and enact rules “in the public interest” or “for the protection of investors” injecting the agency into the corporate governance process.

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Friday
May062016

ISSUER OPPOSITION AND SHAREHOLDER DISAGREEMENT: RULE 14A-8(M)

[PDF]

Alex Hinz

Rule 14a-8 of the Securities Exchange Act of 1934 authorizes shareholders to submit proposals for inclusion in the corporation’s proxy statement. Typically, the company attaches a statement of opposition objecting to the proposal. In doing so, the Rule requires the company to provide the statement to the submitting shareholder at least thirty days prior to the filing of definitive proxy materials. Shareholders can request that management make changes and, in the case of statements considered misleading, notify the Securities and Exchange Commission (SEC).

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Friday
May062016

RULE 14A-8 AND THE EXCLUSION OF PROPOSALS THAT VIOLATE THE LAW

[PDF]

Jason Haubenreiser

The Securities and Exchange Commission (“SEC” or “Commission”) created Rule 14a-8 in 1942 to allow certain shareholder proposals to be included in a company’s proxy statement. The Rule also included thirteen substantive grounds for excluding a proposal. Specifically, subsection (i)(2) allows for the exclusion of proposals “which, if implemented, would violate . . . state law or federal law of the United States, or any law of any foreign jurisdiction, to which the [company] is subject."

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Friday
May062016

APPEALING NO-ACTION RESPONSES UNDER RULE 14A-8: INFORMAL PROCEDURES OF THE SEC AND THE AVAILABILITY OF MEANINGFUL REVIEW

[PDF]

Courtney Bartkus

Publicly traded corporations annually receive a flood of shareholder proposals under Rule 14a-8 (the Rule). In a significant number of cases, companies petition the staff of the Division of Corporation Finance at the Securities and Exchange Commission (SEC or Commission) to exclude proposals. The staff often agrees. In doing so, the staff typically issues a no action letter that provides a brief explanation—frequently a single sentence—explaining the decision.

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Friday
May062016

THE POLICY OF DETERMINING SIGNIFICANT POLICY UNDER RULE 14A-8(I)(7)

[PDF]

Adrien Anderson

Shareholders of a publicly traded company have the right under Rule 14a-8 (the Rule) to include their proposals in the company’s proxy materials. The presence of thirteen substantive grounds for omitting a proposal, however, limits this authority. “One of the most frequently applied, and controversial [exclusions] to 14a-8 is the [exclusion of] proposals that relate to ‘ordinary business’ matters.” The exclusion presumptively applies to any proposal that implicates the operations of the company.

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Friday
May062016

THE EVOLVING ROLE OF RULE 14A-8 IN THE CORPORATE GOVERNANCE PROCESS 

[PDF]

J. Robert Brown, Jr.

Rule 14a-8 represents the epicenter of the shareholder rights movement. Every year, shareholders submit proposals that can exceed 1,000 in number to public companies for inclusion in their proxy statements. Invariably phrased as a recommendation, the proposals advise rather than command. Proposals, therefore, provide management with the collective views of shareholders on particular issues.

A straightforward concept, the Rule originally weighed in at a lithe 215 words (including the title) and operated with an elegant simplicity. Any “qualified security holder” could submit proposals. There were no minimum ownership requirements, no holding periods, no limits on the number of proposals. Moreover, management could exclude proposals only when not a “proper subject for action” by shareholders, a standard dependent not upon the interpretations of the staff at the Securities and Exchange Commission (SEC or Commission) but upon the boundaries set by state law.

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