Shareholder proposal rule
Back when Corp Fin decided to bow out of serving as the referee for this proxy season, many preached that companies still had to be careful when deciding whether to exclude a proposal....more
If you’ve been reading this blog on a regular basis, you know that the SEC – including Corp Fin – has has been very active over the past year announcing a number of rulemaking and initiatives to come....more
With the partial federal government shutdown likely to close the SEC for only a day or two – see this new set of Corp Fin FAQs on the impact of a shutdown, which is essentially the same as the guidance from the last shutdown;...more
Following up on last week’s blog about the stats on this: Ahead of this proxy season, Corp Fin issued this statement saying that it wouldn’t respond to no-action requests – at least until September 30, 2026 – unless a company...more
Ahead of this proxy season, Corp Fin issued this statement saying that it wouldn’t respond to no-action requests – at least until September 30, 2026 – unless a company is seeking relief under Rule 14a-8(i)(1), the “not a...more
The U.S. Securities and Exchange Commission’s (SEC’s) Division of Corporation Finance announced on Nov. 17, 2025, that it will not issue Exchange Act Rule 14a-8 no-action letters to companies seeking to exclude shareholder...more
On November 17, 2025, the US Securities and Exchange Commission (SEC) Division of Corporation Finance announced that it will not respond to no-action requests by companies to exclude shareholder proposals for the 2026 proxy...more
The John L. Weinberg Center for Corporate Governance, in coalition with several major industry organizations, seeks to gather practical insights from companies, investors, and related professionals about the scope and...more
On November 17, the SEC’s Division of Corporation Finance issued a statement announcing that it will play a reduced role in the shareholder proposal process under Exchange Act Rule 14a-8 during the 2025-2026 proxy season. ...more
In a landmark change, the SEC’s Division of Corporation Finance has announced that it will not provide substantive responses or express views on most no-action requests for shareholder proposal exclusions “due to current...more
Here’s an excerpt from this Cooley Alert about last week’s Corp Fin statement saying that it won’t respond to no-action requests – at least until September 30, 2026 – unless a company is seeking relief under Rule...more
On November 17, 2025, the staff of the Division of Corporation Finance of the US Securities and Exchange Commission (SEC) announced a significant procedural shift in its administration of the no-action request process for...more
On November 17, the SEC’s Division of Corporation Finance announced a major shift in how the SEC Staff handles requests to exclude shareholder proposals. ...more
The 2025 proxy season marked a turning point in the Securities and Exchange Commission’s (SEC) administration of shareholder proposals. ...more
Over the past decade, environmental, social and governance (ESG) topics have featured heavily in social and political discourse. ESG has also become prominent in the boardroom as directors navigate how best to address...more