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Proxy Season 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

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

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In November, 2021 the SEC Division of Corporation Finance announced it had rescinded Staff Legal Bulletin (“SLBs”) Nos. 14I, 14J and 14K after a review of staff experience applying the guidance in them.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

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

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

Hogan Lovells

SEC staff issues important guidance on shareholder proposals for the 2020 proxy season

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On October 16 the SEC's Division of Corporation Finance issued Staff Legal Bulletin No. 14K (CF) (SLB 14K) to provide updated guidance on the application of the "ordinary business" exception to a company's obligation under...more

White & Case LLP

New Staff Legal Bulletin No. 14K – More Clarity From Corp Fin Staff on Core Rule 14a-8 Bases for Exclusion of Shareholder...

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On October 16, 2019, the Securities and Exchange Commission’s (“SEC”) Division of Corporation Finance (“Corp Fin”) issued Staff Legal Bulletin No. 14K (“SLB 14K”) addressing shareholder proposals.  This guidance follows Corp...more

McDermott Will & Emery

Capital Markets & Public Companies Quarterly: Changes to SEC Review of Shareholder Proposals, Expansion of Testing-the-Waters,...

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In the third quarter of 2019, the SEC Staff announced major changes to the standard no-action request review and response process relating to shareholder proposals. In addition, the SEC expanded the availability of...more

Hogan Lovells

SEC staff announces changes to processing of shareholder proposal no-action requests

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The SEC’s Division of Corporation Finance recently announced changes to its process for responding to no-action requests that seek exclusion from proxy materials of shareholder proposals submitted under Exchange Act Rule...more

Dorsey & Whitney LLP

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

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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

Benesch

SEC Update for Upcoming Proxy Season – Changes to Rule 14a-8 No-Action Request Response Process

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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...

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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

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Staff Announces Changes to Shareholder Proposal No-Action Request Process

On September 6, 2019, the Division of Corporation Finance (Staff) of the Securities and Exchange Commission (SEC) published a statement regarding no-action requests to exclude shareholder proposals under Exchange Act Rule...more

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