News & Analysis as of

No-Action Requests

Skadden, Arps, Slate, Meagher & Flom LLP

Shareholder Proposal No-Action Requests in the 2024 Proxy Season: A Surge in Requests and Better Results for Companies

Shareholder proposals submitted for 2024 annual meetings continued to cover a wide range of environmental, social and governance (ESG) topics. And companies seeking to exclude shareholder proposals they deemed inappropriate...more

Seward & Kissel LLP

SEC Staff Denies Closed-End Fund’s No-Action Request Seeking to Exclude Shareholder Proposal to Declassify Board

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Who may be interested: Closed-End Funds; Boards of Directors; Investment Advisers - Quick Take: The staff of the SEC’s Division of Investment Management (Staff) recently denied a closed-end fund’s request for no-action...more

Skadden, Arps, Slate, Meagher & Flom LLP

Shareholder Proposal No-Action Requests in the 2023 Proxy Season: Companies Continue To Face a Challenging Environment

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

Skadden, Arps, Slate, Meagher & Flom LLP

Insights – June 2023

This edition of Skadden’s quarterly Insights looks at the latest trends in shareholder activism, the scrutiny companies are facing over their ESG disclosures and employment considerations for using AI in the workplace, among...more

Dechert LLP

Happy Holidays: SEC Provides Temporary Rule 15c2-11 Reprieve

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In 2021, the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) surprised the industry when it issued an interpretation stating that fixed income securities (including asset-backed securities) fall...more

Paul Hastings LLP

Revisiting Shareholder Proposal Exclusions

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On July 13, 2022, the Securities and Exchange Commission (the “SEC”) proposed amendments (the “Proposed Amendments”) to Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which would revise...more

Keating Muething & Klekamp PLL

Securities Snapshot: 4th Quarter 2021

BUSY FOURTH QUARTER FOR SEC STAFF - During the fourth quarter of 2021, the Securities and Exchange Commission reopened the comment period for its controversial compensation clawback rule that it initially proposed in 2015...more

Nelson Mullins Riley & Scarborough LLP

The Latest News Affecting the Capital Markets

Quick Hitters - On December 15, 2021, the SEC (i) proposed amendments to address “potentially abusive practices” by corporate insiders related to 10b5-1 trading arrangements, grants of options and other similar equity...more

Cooley LLP

Staff returns to responding by letter to Rule 14a-8 no-action requests

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You might recall that, in 2019, Corp Fin discontinued its longstanding approach of responding by written letter to each no-action request to exclude a shareholder proposal. Instead, the staff responded by letter only when it...more

Stinson - Corporate & Securities Law Blog

SEC to Again Respond to Rule 14a-8 No-Action Requests

In November, 2021 the SEC Division of Corporation Finance announced it had rescinded Staff Legal Bulletin (“SLBs”) Nos. 14I, 14J and 14K after a review of staff experience applying the guidance in them.  Apparently as a...more

Hogan Lovells

SEC staff issues new guidance on shareholder proposals involving social policy issues - SEC Update

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On November 3 the SEC’s Division of Corporation Finance issued Staff Legal Bulletin 14L (SLB 14L) to provide new guidance on the application of the “ordinary business” and “economic relevance” exceptions to a public company’s...more

Goodwin

ESG Shareholder Proposals Will be More Difficult to Exclude After SEC Staff Interpretive Reversal

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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

Skadden, Arps, Slate, Meagher & Flom LLP

Shareholder Proposal No-Action Requests in the 2021 Proxy Season: Dearth of No-Action Response Letters Leaves Companies Guessing

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

Faegre Drinker Biddle & Reath LLP

Amendments to Exchange Act Rule 14a-8

Background: Rule 14a-8 provides the mechanism by which shareholders may submit proposals to companies for inclusion in the annual proxy statement to be voted upon by shareholders. On September 23, 2020, the U.S. Securities...more

Skadden, Arps, Slate, Meagher & Flom LLP

Shareholder Proposal No-Action Requests in the 2020 Proxy Season: Glimmers of Hope for Board Analyses, Limits on Micromanagement

In October 2019, for the third consecutive year, the Staff of the Division of Corporation Finance (Staff) of the U.S. Securities and Exchange Commission (SEC) issued guidance concerning companies’ ability to exclude...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

Bracewell LLP

Guidance Recap for the Upcoming Annual Report and Proxy Season

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As reporting companies advance in preparations of their 2019 annual report and 2020 proxy statement, this update includes a recap of some of the more significant disclosure rules adopted and other announcements published by...more

Perkins Coie

Preparing for the 2020 Public Company Reporting Season

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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

Skadden, Arps, Slate, Meagher & Flom LLP

Preparing for the Shareholder Proposal Season

On November 14, 2019, Skadden held a webinar titled “Preparing for the Shareholder Proposal Season” with panelists Amy Borrus, Deputy Director of the Council of Institutional Investors (CII); Marc Lindsay, Senior Strategist,...more

Akin Gump Strauss Hauer & Feld LLP

SEC Proposes Amendments to Procedures and Ownership and Resubmission Thresholds for Shareholder Proposals Under Rule 14a-8

On November 5, 2019, the Securities and Exchange Commission (SEC) proposed amendments to Securities Exchange Act Rule 14a-8, which requires a public company to include shareholder proposals in the company’s own proxy...more

Jones Day

Some 2020 Foresight from the SEC? New Staff Guidance on Shareholder Proposals

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The Background: SEC Staff Legal Bulletin 14K offers new guidance for companies seeking to exclude Rule 14a-8 shareholder proposals relating to a company's "ordinary business" operations. The Issue: The SEC's previously...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

Dorsey & Whitney LLP

SEC to Discuss Proxy Adviser Regulation and Resubmission Thresholds for Shareholder Proposals at November 5, 2019 Open Meeting

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Yesterday the SEC announced the agenda for its upcoming open meeting to be held on Tuesday, November 5 at 10:00 a.m. EST. All SEC open meetings are webcast and a hyperlink to the webcast will be posted to www.sec.gov shortly...more

Wilson Sonsini Goodrich & Rosati

SEC Staff Issues Another Staff Legal Bulletin on Shareholder Proposals

On October 16, 2019, the staff of the Division of Corporation Finance of the Securities and Exchange Commission (SEC) published Staff Legal Bulletin (SLB) No. 14K providing guidance on Rule 14a-8 under the Securities Exchange...more

Bass, Berry & Sims PLC

SEC Staff Policy Change on 14a-8 Process; May Choose to Respond Orally Rather than in Writing

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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

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