News & Analysis as of

Publicly-Traded Companies No-Action Relief

Skadden, Arps, Slate, Meagher & Flom LLP

Conflict Minerals Disclosures Due June 1, 2020, Despite COVID-19

As a reminder, conflict minerals disclosures on Forms SD are required to be filed with the Securities and Exchange Commission (SEC) no later than June 1, 2020. This remains true despite the impact of COVID-19, given that...more

Sheppard Mullin Richter & Hampton LLP

Precautionary and Prudency Measures for Boards Addressing COVID-19 Business Uncertainties

The COVID-19 pandemic has caused unprecedented economic disruptions worldwide. Businesses that were previously flourishing are now seeing rapid declines in demand and revenue, disruptions in their supply chains, and other...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

Goodwin

Financial Services Weekly News: Regulators Propose Easing Volcker Rule Restrictions

Goodwin on

In This Issue. Federal financial regulators brought January to an impactful conclusion last week. On the morning of January 30, five federal financial regulators issued a proposed rule that would fundamentally modify the...more

Eversheds Sutherland (US) LLP

Considerations for the 2020 proxy season

Companies preparing for their annual shareholder meetings will need to consider a variety of factors, including new guidance from the Securities and Exchange Commission (SEC) and recommendations from Glass, Lewis & Co. (Glass...more

Jones Day

SEC Staff Grants No-Action Relief to Blockchain Clearing Agency - The action may lead to the SEC's broader acceptance of...

Jones Day on

On October 28, 2019, the SEC's Division of Trading and Markets granted no-action relief for a limited period of time to Paxos Trust Company, LLC from registration as a clearing agency under Section 17A(b)(1) of the Securities...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

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

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

White & Case LLP

Shareholder Proposals – How the SEC’s Recently Announced New Policy May Impact the Rule 14a-8 No-Action Process

White & Case LLP on

On September 6, 2019, the staff (the “Staff”) of the Division of Corporation Finance (“Corp Fin”) of the Securities and Exchange Commission (“SEC”) announced1  two significant changes to the Rule 14a-8 no-action process...more

Stinson - Corporate & Securities Law Blog

No Action Relief Prompts Clarification from SEC Chair on Mandatory Arbitration

In a novel sequence of events, SEC Chair Jay Clayton issued a statement on February 11, 2019 expressing the Commission’s non-view on mandatory shareholder arbitration provisions implemented by publicly-listed companies. ...more

Dorsey & Whitney LLP

Johnson & Johnson May Exclude Shareholder Proposal for Binding Arbitration on Securities Claims

Dorsey & Whitney LLP on

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

WilmerHale

Shareholder Proposals

WilmerHale on

What Is a Proposal? Rule 14a-8(a) defines a shareholder proposal as a ‘‘recommendation or requirement that the company and/or its board of directors take action, which you intend to present at a meeting of the company’s...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Staff Issues Shareholder Proposal Guidance

On October 23, 2018, the Division of Corporation Finance (Staff) of the U.S. Securities and Exchange Commission (SEC) published Staff Legal Bulletin No. 14J (SLB 14J), which provides important guidance concerning shareholder...more

Bracewell LLP

SEC Releases New Guidance on Shareholder Proposals

Bracewell LLP on

On November 1, 2017, the Staff of the Division of Corporation Finance of the Securities and Exchange Commission published in Staff Legal Bulletin No. 14I guidance relating to the excludability of certain shareholder proposals...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Staff Issues New Shareholder Proposals Guidance

The Division of Corporation Finance (Staff) of the U.S. Securities and Exchange Commission (SEC) recently published Staff Legal Bulletin No. 14I (SLB 14I), which provides important new and timely guidance for companies and...more

Stinson - Corporate & Securities Law Blog

Proxy Access: Round 2 Begins

Shareholder proponent James McRitchie, who was successful in persuading the SEC to reconsider its no-action position with Whole Foods on proxy access, has hinted at his intentions for the upcoming proxy season, or at least...more

Stinson - Corporate & Securities Law Blog

Institutional Investors Not Amused by Proxy Access Exclusions

Some public companies have requested the SEC to permit exclusion of proxy access proposals by stating the shareholder proposal directly conflicts with the issuers own proposal that will be included in the proxy statement. ...more

Stinson - Corporate & Securities Law Blog

SEC Provides No-Action Relief On Regulation BTR

Broadly speaking, SEC Regulation BTR prohibits directors and executive officers of public companies from trading in the issuer’s securities which were acquired in connection with service to the issuer if a sufficient number...more

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