No-Action Letters

News & Analysis as of

Shorter Tender Offer Period Permitted for Certain Securities

The SEC recently issued a no-action letter that significantly expands the scope of securities that are eligible for an abbreviated tender offer process. The SEC’s new position should allow for issuers to restructure their...more

Investment Management Update

SEC’s Focus in 2015 - On December 11, 2014, Mary Jo White, Chair of the U.S. Securities and Exchange Commission (SEC), gave a speech at The New York Times DealBook Opportunities for Tomorrow Conference that...more

Amicus Briefs Pour in for Wal-Mart Shareholder Proposal Case

Amicus briefs are pouring in in favor of Wal-Mart in its appeal to the Third Circuit. Wal-Mart appealed the United States District of Delaware’s decision that denied Wal-Mart the right to exclude a shareholder proposal...more

SEC Eases Terms for 5-Day Debt Tender Offers

The SEC recently provided no-action relief for five-day tender offers. The new no-action letter eases requirements in the following areas: - The tender offer must be open for five business days rather than a seven to...more

SEC Reverses Course on Proxy Exclusions for Certain Shareholder Proposals

Much is being made of the January 16th statement by SEC Chair Mary Jo White regarding a company’s ability to exclude a shareholder proposal from its proxy statement based on Rule 14a-8(i)(9), which allows exclusion when a...more

The SEC’s Rule 14a-8 Process Just Became Even More Pointlessly Outré

Yesterday, Broc Romanek posted on SEC Chair Mary Jo White’s Friday surprise with respect the no-action letter request submitted by Whole Foods Market, Inc. Readers may recall that in December Whole Foods had obtained the...more

No More SEC No-Action Letters on Proxy Access Proposals

Responding to investor pressure, and pressure by shareholder proponents, the SEC Division of Corporation Finance issued this statement: “In light of Chair White’s direction to the staff to review Rule 14a-8(i)(9) and...more

Model Rule Exempting M&A Brokers Proposed by NASAA

The Broker-Dealer section of the North American Securities Administrators Association (NASAA) has proposed a model uniform state rule (the “Model Rule”) that would exempt parties that act only as deal brokers in M&A...more

Wal-Mart Explains Exclusion of Shareholder Proposal to Third Circuit

Wal-Mart appealed the United States District of Delaware’s decision that denied Wal-Mart the right to exclude a shareholder proposal submitted by Trinity Wall Street. The District Court held that the SEC was incorrect when...more

‘Tis A “Bootless Labour” To Ask The Staff To Appeal Its Own No-Action Advice

In This “Appeal” Of Whole Foods’ No-Action Letter Isn’t Very Appealing, I wrote about Jim McRitchie’s attempt to “appeal” the staff’s decision with respect to the exclusion of his proxy access proposal to Whole Foods Market,...more

Investment Advisers Craft Fee Rebate Programs

Recently-publicized fee rebate programs may signal a coming trend, as investment advisers seek to market strong cultures of client service and responsiveness. For example, in August, the Securities and Exchange...more

Proxy Access: More File to Exclude Proposals

Since our last update, the following public companies have submitted no-action letters to exclude shareholder proposals submitted by the New York City Pension Funds because the proposal will “directly conflict” with the...more

Wal-Mart Appeals Denial of Exclusion of Shareholder Proposal

Wal-Mart has appealed the United States District of Delaware’s decision which denied Wal-Mart the right to exclude a shareholder proposal submitted by Trinity Wall Street. The District Court held that the SEC was incorrect...more

Proxy Access: Request to Reconsider Whole Foods; Another Seeks to Avoid NYC Proposal

James McRitchie was the shareholder proponent who submitted a proxy access proposal to Whole Foods. The SEC granted Whole Foods’ request to exclude the proposal. Mr. McRitchie has now requested an appeal to the full...more

This “Appeal” Of Whole Foods’ No-Action Letter Isn’t Very Appealing

Last week, James McRitchie submitted an “appeal” of the staff’s grant of no-action advice to Whole Foods Market, Inc. As explained in a post by Broc Romanek, Whole Foods was able to obtain that staff’s concurrence in...more

Others May Seek Swap Reporting Delay Like Southwest

Reuters has an interesting article about a no-action letter the CFTC issued to Southwest Airlines to permit a 15 calendar day delay in reporting oil derivative transactions. Southwest apparently convinced the CFTC that rapid...more

CFTC Issues Additional Relief for Family Offices

In November 2012, the CFTC's Division of Swap Dealer and Intermediary Oversight issued a no-action letter stating that the Division would not recommend that the CFTC take enforcement action against a family office for failure...more

Banking trade groups comment on CFPB’s proposed no-action letter policy

The American Bankers Association, American Bankers Insurance Association and Consumers Banking Association have submitted a joint comment letter on the CFPB’s proposed policy on issuing “no-action” letters for innovative...more

Investment Management Update

In This Issue: - SEC Announces First-of-Its-Kind Whistleblower Award To an Audit and Compliance Professional - SEC Issues No-Action Letter To Allow for Amendment of a Sub-Advisory Agreement without Shareholder...more

CFTC Grants Relief to Family Offices from Registration as Commodity Trading Advisor

On November 5, 2014, the U.S. Commodity Futures Trading Commission (CFTC) issued a no-action letter granting relief from registration as a commodity trading advisor (CTA) to family offices that qualify for the family office...more

Should Judicial Deference To The SEC Be Strong, Weak or Non-Existent?

This post yesterday by Broc Romanek alerted me to Judge Leonard P. Stark’s recent opinion in Trinity Wall Street v. Wal-Mart Stores, Inc., 2014 U.S. Dist. LEXIS 165431 (D. Del. Nov. 26, 2014). The case involved Wal-Mart’s...more

Court Says SEC Wrong to Permit Exclusion of Shareholder Proposal

The United States District Court for the District of Delaware held that the SEC was incorrect when it rendered a no-action letter permitting exclusion of a shareholder proposal submitted under Rule 18a-8 in Trinity Wall...more

CFTC Releases No-Action Letter 14-144

The letter modifies previous No-Action Letter 13-22, to expand relief for treasury affiliates entering into swaps on behalf of non-financial end-user affiliates that could otherwise elect the exception in section 2(h)(7) of...more

CFTC Provides Relief from the Clearing Requirement for Swaps Entered into by Eligible Treasury Affiliates

On November 26, CFTC issued a no-action letter providing additional relief for eligible treasury affiliates that enter into swaps that are subject to the clearing requirement in section 2(h)(1) of the Commodity Exchange Act...more

Orrick's Financial Industry Week in Review

Council of EU Agrees General Approach on Proposed Regulation on Securities Financing Transactions - On November 20, the Council of the EU published a press release reporting that its Permanent Representatives Committee...more

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