On September 30, 2025, the Division of Corporation Finance (the “Division”) of the U.S. Securities and Exchange Commission (the “SEC”) issued guidance regarding its operations during a government shutdown and updated the...more
On 30 September 2025, the SEC’s Division of Investment Management (Staff) issued a no-action letter confirming that, with respect to the placement and maintenance of crypto assets, it would not recommend enforcement action if...more
On September 15, the Securities and Exchange Commission (SEC) Office of Mergers and Acquisitions responded to a no-action request from Exxon Mobil Corporation (Exxon), confirming that it would not recommend enforcement action...more
The U.S. federal government officially shut down on October 1, 2025, as lawmakers failed to reach an agreement on federal spending. Many government workers will be on furlough for so long as the shutdown continues, which will...more
Rule 14a-8 under the Securities Exchange Act of 1934 permits shareholders with relatively nominal shareholdings to submit proposals to companies for inclusion in the companies’ proxy statements. These are to be voted on by...more
Recently, Corp Fin’s Office of Mergers & Acquisitions issued this notable no-action relief to ExxonMobil to enable retail holders of the company to provide standing instructions to have their votes cast at annual shareholder...more
The SEC's Division of Corporate Finance has granted ExxonMobil's no-action request to enable automatic voting for its retail investors....more
Rules 14a-4(d)(2) and (3) under the Securities Exchange Act of 1934, as amended (the Exchange Act) prohibit the issuance of proxies by shareholders that confer authority to vote at any annual meeting other than the next...more
On September 5, 2025, the Staff of the Division of Trading and Markets of the U.S. Securities and Exchange Commission (“SEC”) granted no-action relief that allows members of the Financial Industry Regulatory Authority, Inc....more
The European Banking Authority (EBA) published a statement confirming that following the European Commission's Delegated Act postponing the application of the market risk framework (FRTB) by one more year, to 1 January 2027,...more
The European Banking Authority (EBA) has issued an Opinion in the form of a no-action letter dated 5 August, addressing the application of ESG Pillar 3 disclosure requirements under the EBA disclosure implementing technical...more
Katten's Financial Markets and Funds Quick Take is a monthly newsletter highlighting key noteworthy developments potentially affecting financial markets and funds....more
Join Bass, Berry & Sims and leading environmental, social, and governance (ESG) along with corporate and securities thought leaders for the next installment of our ESG Impact Webinar series. As public companies prepare for...more
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
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
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
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
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
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
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
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
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
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
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