Gibson Dunn shared several clarifying remarks from SEC staff concerning Corp Fin's processes and procedures for responding to Rule 14a-8 no-action requests since its recently announced changes.
Among them:
- No-action requests that trigger an oral response from staff:
- Generally will be used for more routine matters, such as failure to provide proof of ownership
- Will be documented on the SEC's website “real time" in a manner that conveys whether staff concurred with exclusion of a proposal
- No-action requests where the staff declines to state a view:
- Staff may take this approach when it believes it is not in the best position to make a decision about a proposal's excludability.
- Staff is unsure how frequently it will use this option.
See our prior report: "Investors Urge SEC to Reverse Rule 14a-8 No-Action Process Change" and additional information & resources on our Shareholder Proposals page. This post first appeared in the weekly Society Alert!