Apache Corp. v. Chevedden’s Empirical Analysis

Citation profile

1 federal appellate · 1 district ·

Most-quoted passages

The sentences later courts lift from this opinion, ranked by how many decisions quote each — the parts of the opinion doing the work. These counts are smaller than the citation total above because most of the 3 citing decisions cite the case generally; a passage count includes only decisions quoting that exact language verbatim.

1. “The Division of Corporation Finance believes that its responsibility with respect to matters arising under Rule 14a-8 [17 CFR 240.14a-8], as with other matters under the proxy rules, is to aid those who must comply with the rule by offering informal advice and suggestions and to determine, initially, whether or not it may be appropriate in a particular matter to recommend enforcement action to the Commission. In connection with a shareholder proposal under Rule 14a-8, the Division’s staff considers the information furnished to it by the Company in support of its intention to exclude the proposals from the Company’s proxy materials, as well as any information furnished by the proponent or the proponent’s representative. Although Rule 14a-8(k) does not require any communications from shareholders to the Commission’s staff, the staff will always consider information concerning alleged violations of the statutes administered by the Commission, including argument as to whether or not activities proposed to be taken would be violative of the statute or rule involved. The receipt by the staff of such information, however, should not be construed as changing the staffs informal procedures and proxy review into a formal or adversary procedure. It is important to note that the staffs and Commission’s no-action responses to Rule 14a-8(j) submissions reflect only informal views. The determinations reached in these no-action letters do not and cannot adjudicate the merits of a company’s p”

   1 later decision quote this exact passage · from the majority
   e.g. 776 F. Supp. 2d 415 - Kbr Inc. v. Chevedden

2. “As you know, in order to be eligible to submit a proposal for consideration at KBR’s 2011 annual meeting, Rule 14a-8 under Regulation 14A of the United States Securities and Exchange Commission (“S.E.C.”) requires that a stockholder must have continuously held at least $2,000 in market value, or 1% of KBR’s common stock (the class of securities that will be entitled to be voted on the proposal at the meeting) for at least one year by the date the proposal is submitted. The stockholder must continue to hold those securities through the date of the meeting and must so indicate to us. Your letter that “Rule 14a-8 requirements are intended to be met including the continuous ownership of the required stock value,” however, the only information provided to us regarding your share ownership is a letter from [RTS] indicating that they hold 200 shares of KBR on your behalf and have done so since November 17, 2009. Pursuant to SEC’s Rule 14a-8(b), since neither you nor [RTS] [is] a record owner of KBR common stock, nor from their letter does it appear that [RTS] is a custodial institution, you must either: (1) Submit to KBR a written statement from the record holder of the securities (usually a broker or bank) that is a direct record holder of KBR stock verifying that at the time the proposal was submitted you continuously held the requisite securities for at least one year; or (2) If you have filed a Schedule 13D [ ], Schedule 13G [], From 3 [], Form 4[] and/or Form 5 [], or amendment”

   1 later decision quote this exact passage · from the majority
   e.g. 776 F. Supp. 2d 415 - Kbr Inc. v. Chevedden

3. “If you are the registered holder of your securities, which means that your name appears in the company’s records as a shareholder, the company can verify your eligibility on its own, although you will still have to provide the company with a written statement that you intend to continue to hold the securities through the date of the meeting of shareholders. However, if like many shareholders you are not a registered holder, the company likely does not know that you are a shareholder, or how many shares you own. In this case, at the time you submit your proposal, you must prove your eligibility to the company in one of two ways [only the first of which is relevant]: (i) The first way is to submit to the company a written statement from the “record” holder of your securities . (usually a broker or bank) verifying that, at the time you submitted your proposal, you continuously held the securities for at least one year. You must also include your own written statement that you intend to continue to hold the securities through the date of the meeting of shareholders....”

   1 later decision quote this exact passage · from the majority
   e.g. 776 F. Supp. 2d 415 - Kbr Inc. v. Chevedden