News & Analysis as of September 24, 2024

No-Action Letters

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The Securities Exchance Act is a United States federal statute enacted in 1934 to govern the secondary securities trading market. In addition, the Securities Exchange Act established the Securities and Exchange... more +

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House Votes to Repeal OCC True Lender Rule

Goodwin on 7/28/2021

In This Issue. The House of Representatives voted to pass a Congressional Review Act resolution repealing the Office of the Comptroller of the Currency’s (OCC) “true lender” rule; the Consumer Financial Protection Bureau...more

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

Jones Day on 3/12/2020

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

SEC Staff Provides Additional Guidance on Shareholder Proposals

Perkins Coie on 11/8/2019

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

SEC Provides Guidance on Shareholder Proposals

Alston & Bird on 10/31/2019

Ordinarily, companies can exclude shareholder proposals that deal with the ordinary course of business. Our Securities Group analyzes new Securities and Exchange Commission guidance that expounds on what “ordinary” and...more

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

Dorsey & Whitney LLP on 9/17/2019

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

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

Benesch on 9/16/2019

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

Investment Services Regulatory Update - November 2017

Vedder Price on 11/21/2017

New Rules, Proposed Rules, Guidance and Alerts - SEC STAFF GUIDANCE AND ALERTS - SEC Staff Issues No-Action Letters to Facilitate Cross-Border Compliance with the Research “Unbundling” Provisions of the European...more

SEC Issues New Guidance on Shareholder Proposals

Foley & Lardner LLP on 11/10/2017

On November 1, 2017, the Division of Corporation Finance of the U.S. Securities and Exchange Commission (SEC) released Staff Legal Bulletin No. 14I (SLB 14I), which provides important guidance to public companies reviewing...more

SEC Suspends Review of Conflicting Shareholder Proposal No-Action Requests

Morrison & Foerster LLP on 1/30/2015

On January 16, 2015, the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the “Staff”) announced that the Staff will express no views on no-action requests, arguing that shareholder proposals...more

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Securities Exchange Act › Shareholders › No-Action Letters

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