No-Action Relief

News & Analysis as of

Shareholder Proposals Restricting Board/Management Access to Preliminary Voting Results May Be Excluded

On January 6, 2017, the SEC Staff granted no-action relief that would allow companies to exclude shareholder proposals preventing management or the board from accessing preliminary voting results on uncontested matters prior...more

Corporate and Financial Weekly Digest - Volume XII, Issue 1

SEC/CORPORATE - President-Elect Trump Nominates Clayton as SEC Chair - On January 4, President-elect Donald Trump announced his nomination of Jay Clayton to serve as chair of the Securities and Exchange Commission,...more

Financial Services Weekly News - December 2016 #3

Editor's Note - The End of “Too Big to Fail”? On December 15, the Board of Governors of the Federal Reserve System (Federal Reserve Board) adopted a final rule to strengthen the ability of government authorities to...more

New SEC No-Action Guidance on Proxy Access Bylaw Amendment Proposals

The SEC’s Division of Corporation Finance recently granted no-action relief to a company seeking to exclude shareholder-proposed amendments to the company’s proxy access bylaw provisions on the basis of substantial...more

Corporate and Financial Weekly Digest - Volume XI, Issue 48

SEC/CORPORATE - SEC Division of Corporation Finance Issues 35 New C&DIs Regarding Foreign Private Issuers, QIBs and Offshore Offerings - On December 8, the staff (Staff) of the Securities and Exchange Commission’s...more

Orrick's Financial Industry Week In Review

Financial Industry Developments - Special Purpose National Bank Charters for FinTech Companies - On December 2, 2016, Comptroller of the Currency, Thomas J. Curry, announced that the Office of the Comptroller of the...more

No-Action Relief Allowing Use of Consolidated Risk Disclosure Statement

On November 30, 2016, the U.S. Commodity Futures Trading Commission‘s Division of Swap Dealer and Intermediary Oversight provided no-action relief to futures commission merchants (FCMs) and introducing brokers (IBs), allowing...more

CFTC Division of Market Oversight Reminds Market Participants of the Upcoming Expiration of Certain No Action Relief From the...

On November 16, 2016, the U.S. Commodity Futures Trading Commission (the “CFTC“) issued a reminder that previously specified no-action relief will shortly be expiring. On November 18, 2016, at 12:00 a.m. Eastern time, revised...more

Financial Services Weekly News - November 2016 #3

Editor's Note - A Possible Blueprint for Financial Regulatory Reform in the Trump Administration. During his campaign, President-elect Trump consistently emphasized that financial regulatory reform is a critical...more

Blog: Corp Fin Issues No-Action Relief For Exclusion Of A Proxy Access “Fix-It” Proposal (But Rejects Other Requests)

In September, I blogged about several pending no-action requests seeking exclusion of proposals from the McRitchie/Chevedden group to revise existing proxy access bylaws on the basis that they had been “substantially...more

Corporate and Financial Weekly Digest - Volume XI, Issue 43

SEC/CORPORATE - SEC Proposes Amendments To Require Universal Proxy Cards in Contested Elections - On October 26, the Securities and Exchange Commission voted to propose amendments to the proxy rules that would...more

US Commodity Futures Trading Commission Extends Time-Limited No-Action Relief for Swap Execution Facilities from Certain “Block...

The US Commodity Futures Trading Commission Division of Market Oversight (DMO) extended time-limited no-action relief to swap execution facilities from certain requirements in the definition of “block trade” in CFTC...more

Finders May Not Be Keepers: Traps for the Unwary in Awarding Transaction-Based Compensation

The CEO of an emerging technology company Acme Corp. calls you on a proposed Regulation D offering. Like many companies in this space, Acme is long on brains but short on capital. The CEO just knows that there must be a...more

CFTC Extends No-Action Relief for Swap Execution Facilities from Certain “Block Trade” Requirements

On October 7, 2016, the U.S. Commodity Futures Trading Commission (“CFTC“) Division of Market Oversight extended time-limited no-action relief for swap execution facilities from the “occurs away” requirement from the...more

Capital Markets & Public Companies Quarterly: Potential Shift in SEC’s Proxy Access No-Action Policy and Other New Guidance from...

The third quarter of 2016 saw the US Securities and Exchange Commission (SEC) carry forward its momentum from an active second quarter. Recent developments include new SEC Compliance & Disclosure Interpretations (C&DI) and...more

Will Corp Fin “Evolve” On Exclusion Of Proxy Access Proposals Under Rule 14a-8(I)(10)?

Until yesterday, there were five no-action requests regarding proxy access proposals from the McRitchie/Chevedden group awaiting responses from Corp Fin as to whether the proposals could be excluded on the basis that they had...more

Corporate and Financial Weekly Digest - Volume XI, Issue 31

BROKER-DEALER - FINRA Issues Notice Regarding SEC’s Approval of New NMS Stock Recording and Reporting Requirements Rule - On August 8, the Financial Industry Regulatory Authority issued Regulatory Notice 16-28,...more

CFTC Proposes Permanent Registration Relief to Certain Non-US Asset Managers

The amendments to the CFTC’s registration rules will codify no-action relief that permits non-US asset managers to rely on an exemption from the requirement to register with the CFTC by virtue of trading uncleared swaps in...more

Blog: Corp Fin Refuses To Permit Exclusion Of Proposal To Amend Proxy Access Bylaws Under Rule 14a-8(I)(10). Who Is Gaming The...

Just when we thought we had a handle on the new rules of the game for exclusion of proxy access shareholder proposals comes this new letter to H&R Block, issued on July 21. The proposal, from the prolific James McRitchie (one...more

Financial Services Weekly News - July 2016 #2

Regulatory Developments - Client Alert: Volcker Rule Conformance Period for Legacy Covered Fund Activities Extended One Year - On July 7, the Board of Governors of the Federal Reserve System announced that it has...more

2016 Proxy Season Review: Shareholder Proposals

With most of the 2016 proxy season in the rear-view mirror, it’s clear that shareholder proposals continue to be a preferred vehicle for certain kinds of shareholder activism, though with limited effectiveness unless the...more

"Sanctions in Takeover Situations: Navigating Regulatory Hurdles"

The U.S. government frequently uses sanctions as a key tool in pursuing its foreign policy agenda. As a result, transactions involving sanctioned individuals and entities (Sanctioned Persons) are often prohibited. The...more

US Commodity Futures Trading Commission Extends No-Action Relief to SEFs and DCMs from Certain CFTC Regulations for Correction of...

The US Commodity Futures Trading Commission issued a no-action letter extending the relief provided in CFTC Letter No. 15-24, which expires on June 15, 2016. That no-action letter provides relief to swap execution facilities...more

Corporate and Financial Weekly Digest - Volume XI, Issue 25

SEC/CORPORATE - SEC Proposes Rules Updating Mining Registrant Disclosure Requirements - On June 16, 2016, the Securities and Exchange Commission proposed rules (Proposed Rules) to modernize the property disclosure...more

Orrick's Financial Industry Week in Review

FHFA Releases 2015 Report to Congress - On June 15, 2016, the Federal Housing Finance Agency's "Report to Congress" for 2015 was released. The document, required under federal law, analyzes Fannie Mae, Freddie Mac and...more

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