News & Analysis as of

No-Action Requests No-Action Letters

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

Goodwin

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

Goodwin on

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

Jones Day

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

Jones Day on

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

Preparing for the 2020 Public Company Reporting Season

Perkins Coie on

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

Perkins Coie

SEC Staff Provides Additional Guidance on Shareholder Proposals

Perkins Coie on

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

Bass, Berry & Sims PLC

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

Bass, Berry & Sims PLC on

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

Dorsey & Whitney LLP

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

Dorsey & Whitney LLP on

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

Benesch on

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

Proskauer Rose LLP

SEC’s Division of Corporation Finance Revamps Administration of No-Action Requests Under Rule 14a-8 Regarding Shareholder...

Proskauer Rose LLP on

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

Jones Day

Our Perspective: SEC Should Truly Take "No Action" on Rule 14a-8 Shareholder Proposal Requests

Jones Day on

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

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