Podcast: CFTC Issues LIBOR Transition Relief for Swaps
LEGAL ALERT: CFPB Issues Proposed Revisions to No-Action Letter Policy
Open for Business: SEFs Navigate the New Regulatory Environment
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
On November 14, 2024, a panel of the U.S. Court of Appeals for the Fifth Circuit affirmed the SEC’s ability to intervene in shareholder proposals under Rule 14a-8 of the Securities Exchange Act of 1934 (“Rule 14a-8...more
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
Closed-end investment companies registered under the Investment Company Act of 1940, as amended (the "1940 Act"), have proven to be a product sought by many investors, especially individuals. Despite their appeal to long-term...more
Corp Fin has announced a new intake system for requests from companies for no-action positions from the staff regarding companies’ intentions to exclude shareholder proposals under Rule 14a-8. In the announcement, Corp Fin...more
Following a tumultuous 2022 shareholder proposal no-action letter season, the 2023 season contained fewer surprises from the Staff of the Division of Corporation Finance (Staff) of the Securities and Exchange Commission...more
Companies are responding in a myriad of ways to the US Supreme Court’s ruling in Dobbs v. Jackson Women’s Health Organization (Dobbs), including by expanding healthcare travel benefits to reduce barriers to accessing care in...more
On July 13, 2022, the Securities and Exchange Commission ("SEC") proposed amendments to Rule 14a-8 of the Securities Exchange Act of 1934, the shareholder proposal rule.1 The proposed amendments would revise three of the...more
On July 13, 2022, the U.S. Securities and Exchange Commission (SEC), by a 3-2 vote, proposed amendments to the proxy rules that would narrow certain grounds under which companies may exclude shareholder proposals from their...more
At the end of last week, the Corp Fin staff made an announcement advising companies and shareholder proponents, effective immediately, to redact all personally identifiable and other sensitive information from Rule 14a-8...more
On November 3, 2021, the staff (“staff”) of the Division of Corporation Finance (“Division”) of the U.S. Securities and Exchange Commission (“SEC”) published Staff Legal Bulletin No. 14L which reverses a series of...more
As calendar year-end companies received shareholder proposals for their 2021 annual meetings, they faced a variety of uncertainties and challenges, including navigating the COVID-19 pandemic, addressing the racial inequities...more
In this Issue. The Consumer Financial Protection Bureau (CFPB) issued a statement announcing its intention to revisit Trump-era qualified mortgage (QM) final rules; the Biden Administration announced changes to the Small...more
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
The U.S. Securities and Exchange Commission (SEC) issued rule updates and guidance in 2019 that are intended to simplify certain public reporting requirements, clarify the staff’s expectations with respect to no-action relief...more
On November 21, 2019, the Division of Corporation Finance (Corp Fin) of the Securities and Exchange Commission (SEC) provided additional detail regarding how it would process responses to Rule 14a-8 no-action requests to...more
SEC/CORPORATE - SEC Proposes New Amendments to Modernize Shareholder Proposal Rules - On November 5, the Securities and Exchange Commission voted to propose amendments to Rule 14a-8 of the Securities Exchange of 1934...more
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
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
It’s been a busy late summer and early fall for the Staff of the Division of Corporation Finance (the Staff) as it relates to shareholder proposals and the Staff’s historical involvement in the no-action process related to...more
Just in time for proxy season, the Corp Fin staff has issued a new Staff Legal Bulletin 14K on—what else—shareholder proposals and the “ordinary business” exclusion. The SLB attempts, once again, to provide some...more
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
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
Changes May Create New Challenges for Public Companies, and Signal a Reduction of the SEC Staff’s Traditional Role As Arbiter Between Companies and Shareholders - On September 6, 2019, the SEC's Division of Corporation...more
The SEC published this statement announcing a new position on requests for no action letters to exclude shareholder proposals: After the recent proxy and shareholder proposal season, the Division considered whether...more