The Background: The U.S. Securities and Exchange Commission ("the SEC") has announced that it may no longer review no-action letter requests relating to shareholder proposals submitted to companies under Rule 14a-8. The SEC...more
You might remember this no-action letter to Johnson & Johnson granting relief to the company if it relied on Rule 14a-8(i)(2) (violation of law) to exclude a shareholder proposal requesting adoption of mandatory shareholder...more
On February 11, 2019, the Staff of the Division of Corporation Finance granted no-action relief permitting Johnson & Johnson to omit a a shareholder proposal from its proxy statement relating to mandatory arbitration of...more
The SEC has posted a number of additional Corp Fin responses to requests for no-action, as well as to requests for reconsideration of previous denials of relief, regarding shareholder proposals to amend proxy access bylaws,...more
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
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
As we previously reported here, companies that adopted mainstream proxy access bylaws received a vote of confidence from the SEC when the agency issued a series of no-action letters allowing companies to exclude related...more
As noted in this article from Compliance Week, the Corp Fin staff have refused to issue no-action relief to Citigroup agreeing that it could exclude from its proxy statement a proposal from the prolific John Chevedden...more
The SEC has granted Whole Foods no action relief to exclude a proxy access proposal submitted under Rule 14a-8. The proponent’s proposal sought a non-binding shareholder resolution to request that the Whole Food’s Board of...more