News & Analysis as of

No-Action Letters Rule 14a-8 Securities Exchange Act

Morrison & Foerster LLP

Back to the Future: SEC Staff Issues Sweeping New Guidance on Shareholder Proposals Mid-Season

On February 12, 2025, the Division of Corporation Finance (Staff) of the U.S. Securities and Exchange Commission (SEC) published Staff Legal Bulletin No. 14M (SLB 14M), rescinding Staff Legal Bulletin No. 14L (Nov. 3, 2021)...more

Fenwick & West LLP

Fifth Circuit Rejects Challenge to SEC Rule 14a-8 No-Action Letter

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Public companies can breathe a sigh of relief, at least for now, that the Securities and Exchange Commission's 14a-8 regulatory process for excluding shareholder proposals remains intact....more

Jones Day

Court Ruling May Shift the Contours of Shareholder Proposal Litigation Under Rule 14a-8

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The Situation: Late last year, a shareholder sued NorthWestern Corporation ("NWE") to compel the company to include a climate-change related proposal in its 2020 proxy materials after NWE had notified the staff of the...more

Perkins Coie

SEC Staff Provides Additional Guidance on Shareholder Proposals

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The U.S. Securities and Exchange Commission (SEC) has issued several important recent updates regarding shareholder proposals and the related no-action request process for companies to consider ahead of the 2019-2020 proxy...more

Alston & Bird

SEC Provides Guidance on Shareholder Proposals

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Ordinarily, companies can exclude shareholder proposals that deal with the ordinary course of business. Our Securities Group analyzes new Securities and Exchange Commission guidance that expounds on what “ordinary” and...more

Dorsey & Whitney LLP

Observations and Recommendations on the SEC’s Recent Process Changes for Excluding Shareholder Proposals

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Earlier this month, the SEC’s Division of Corporation Finance announced that its staff may respond orally instead of in writing to some shareholder proposal no-action requests, beginning with the 2019-2020 proxy season. ...more

Katten Muchin Rosenman LLP

Corporate & Financial Weekly Digest, Featuring Articles on SEC's Changes to Rule 14a-8 No-Action Request Process, FINRA's Call for...

SEC/CORPORATE - SEC Staff Announces Changes to Rule 14a-8 No-Action Request Process - On September 6, the staff of the Division of Corporation Finance (the Staff) of the Securities and Exchange Commission announced...more

Benesch

SEC Update for Upcoming Proxy Season – Changes to Rule 14a-8 No-Action Request Response Process

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On September 6, 2019, the Securities and Exchange Commission’s Division of Corporation Finance (the “Division”) announced changes to how the Division provides responses under the Rule 14a-8 no-action request process. As...more

Morrison & Foerster LLP

SEC Suspends Review of Conflicting Shareholder Proposal No-Action Requests

On January 16, 2015, the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the “Staff”) announced that the Staff will express no views on no-action requests, arguing that shareholder proposals...more

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