News & Analysis as of

Shareholders Securities and Exchange Commission (SEC) No-Action Letters

Sheppard Mullin Richter & Hampton LLP

Ninth Circuit Provides Guidance on SEC Rule 16b-3 Short-Swing Profit Liability Exemption

In Roth v. Foris Ventures, LLC, Nos. 22-16632, 22-16633, 2023 U.S. App. LEXIS 30081 (9th Cir. Nov. 13, 2023), the United States Court of Appeals for the Ninth Circuit partially reversed the dismissal of a shareholder...more

Vinson & Elkins LLP

V&E Quarterly Securities & ESG Updates - Summer 2023

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Welcome to Vinson & Elkins’ Securities and ESG Updates. Our aim is to provide insights into notable developments in securities reporting and the environmental, social and governance space over the quarter and, where...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

WilmerHale

Shareholder Focus on Reproductive Rights Post-Dobbs

WilmerHale on

Companies are responding in a myriad of ways to the US Supreme Court’s ruling in Dobbs v. Jackson Women’s Health Organization (Dobbs), including by expanding healthcare travel benefits to reduce barriers to accessing care in...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Proposes Amendments to the Shareholder Proposal Rules

On July 13, 2022, the U.S. Securities and Exchange Commission (SEC), by a 3-2 vote, proposed amendments to the proxy rules that would narrow certain grounds under which companies may exclude shareholder proposals from their...more

Cooley LLP

Corp Fin urges redaction of personally identifiable information from Rule 14a-8 submissions

Cooley LLP on

At the end of last week, the Corp Fin staff made an announcement advising companies and shareholder proponents, effective immediately, to redact all personally identifiable and other sensitive information from Rule 14a-8...more

Goodwin

House Votes to Repeal OCC True Lender Rule

Goodwin on

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

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

Akin Gump Strauss Hauer & Feld LLP

Corp Fin Updates Procedures for Rule 14a-8 No-Action Requests and Posts No-Action Responses Chart

On November 21, 2019, the Division of Corporation Finance (Corp Fin) of the Securities and Exchange Commission (SEC) provided additional detail regarding how it would process responses to Rule 14a-8 no-action requests to...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

Alston & Bird

SEC Provides Guidance on Shareholder Proposals

Alston & Bird on

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

Cooley LLP

Blog: Corp Fin issues SLB 14K—it’s “ordinary business” again

Cooley LLP on

Just in time for proxy season, the Corp Fin staff has issued a new Staff Legal Bulletin 14K on—what else—shareholder proposals and the “ordinary business” exclusion. The SLB attempts, once again, to provide some...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

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

Stinson - Corporate & Securities Law Blog

SEC Announces New Position on Shareholder Proposals

The SEC published this statement announcing a new position on requests for no action letters to exclude shareholder proposals: After the recent proxy and shareholder proposal season, the Division considered whether...more

Vedder Price

SEC Staff Issues No-Action Letter Extending Existing Multi-Manager Exemptive Relief to Non-Wholly-Owned Affiliated Sub-Advisers

Vedder Price on

On July 9, 2019, the staff of the SEC’s Division of Investment Management issued a no-action letter to the BNY Mellon family of funds and BNY Mellon Investment Adviser, Inc. (collectively, BNYM) stating that the staff would...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

Dechert LLP

SEC Staff Issues No-Action Letter on Hiring Affiliated Sub-Advisers without Shareholder Approval

Dechert LLP on

The staff of the Division of Investment Management of the Securities and Exchange Commission (Staff) issued a no-action letter on July 9, 2019 regarding multi-manager exemptive relief for registered open-ended investment...more

Robins Kaplan LLP

ESG Investor Walden Scores Win on CorVel Shareholder Proposal Re LGBTQ Rights

Robins Kaplan LLP on

On June 5, 2019, the Securities and Exchange Commission (SEC) declined to issue a no-action letter to CorVel Corporation with respect to CorVel’s intention to exclude from its proxy materials a shareholder proposal regarding...more

Cooley LLP

Blog: Micromanagement? Significant policy issue? Staff no-action letters address Rule 14a-8(i)(7) exclusion

Cooley LLP on

What seems to be the Rule 14a-8 exclusion du jour? My vote goes to Rule 14a-8(i)(7), the “ordinary business” exclusion—sort of a perpetual home renovation project for the staff. As you may recall, in Staff Legal Bulletins...more

Cooley LLP

Blog: No-action letters provide more insight into “ordinary business” exclusion under Rule 14a-8(i)(7)

Cooley LLP on

On the heels of the release of SLB 14J, Corp Fin has posted a couple of new no-action letters that shed some more light on the “ordinary business” exclusion of Rule 14a-8(i)(7). As you may recall, in SLB 14J, the staff...more

Akin Gump Strauss Hauer & Feld LLP

SEC’s Mixed Guidance on Apple Environmental and Human Rights Shareholder Proposals Provides Clarification on CSR Proposals

Recent, seemingly disparate action by the Securities and Exchange Commission (SEC) with respect to two shareholder proposals may leave companies and shareholders confused as to whether companies may exclude shareholder...more

Vedder Price

Investment Services Regulatory Update - November 2017

Vedder Price on

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

Foley & Lardner LLP

SEC Issues New Guidance on Shareholder Proposals

Foley & Lardner LLP on

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

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