In “Shareholder Proposal No-Action Requests in the 2021 Proxy Season: Dearth of No-Action Response Letters Leaves Companies Guessing,” Skadden provides an overview of the disposition of no-action requests during the 2021 proxy season with a specific focus on: (i) no-action requests based on the ordinary business, relevance, and substantial implementation exclusions that included a board analysis; (ii) the significance and micromanagement components of the ordinary business exception; and (iii) no-action requests based on procedural grounds. Notwithstanding the absence of clear messaging conveyed by SEC staff’s informal responses to the season’s no-action requests, the firm recommends companies continue to analyze proposals for potential exclusion.
See last week’s report: “Denial of ESG No-Action Requests Spikes Year-Over-Year” and additional resources (including the referenced staff guidance) on our Shareholder Proposals page. This post first appeared in the weekly Society Alert!