October 15, 2019

October 15, 2019

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October 14, 2019

Subscribe to Latest Legal News and Analysis

SEC Staff Announces Changes to Rule 14a-8 No-Action Request Process

On September 6, the staff of the Division of Corporation Finance (the Staff) of the Securities and Exchange Commission announced changes (the Announcement) concerning its procedures for administering Rule 14a-8 under the Securities Exchange Act of 1934. Specifically, starting with the 2019-2020 proxy season, in response to no-action requests by companies seeking to exclude shareholder proposals from their proxy materials pursuant to Rule 14a-8, the Staff may provide an oral statement of its view, rather than issuing the statement in writing. The Staff clarified that its response to such a request may be that it agrees, disagrees or declines to state a view with respect to the company’s basis for excluding the shareholder proposal, and, when the Staff declines to state its view with respect to a particular no-action request under Rule 14a-8, the interested party or parties should not interpret that as indicating the proposal must be included in the company’s proxy materials. As a reminder, the granting of no-action relief by the Staff confirms that the Staff will not recommend that the SEC bring an enforcement action against the requester based on the facts and representations described in the request, but, as noted in the Announcement, regardless of the Staff’s position, parties may still bring a suit in court to have the issue adjudicated on the merits.  Additionally, the Staff will still issue written response letters when “doing so would provide value, such as more broadly applicable guidance about complying with Rule 14a-8.” The Announcement also reiterated prior guidance that, when a company request for no-action relief is being made under paragraphs (i)(5) (Relevance) or (i)(7) (Management functions) of Rule 14a-8, it is helpful to the Staff for the company to provide its board of directors’ analysis.

The full text of the Announcement is available here.

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About this Author

Mark D. Wood, corporate securities lawyer Katten Muchin Chicago Law firm
Partner

Mark D. Wood is head of Katten's Securities practice and concentrates in corporate and securities law. Mark represents public companies, issuers and investment banks in initial public offerings (IPOs) and other public offerings, private investment in public equity (PIPE) transactions, debt securities and other securities matters.

Mark also represents clients in complex corporate transactions, including tender offers, mergers, acquisitions, dispositions, going-private transactions, private equity investments, joint ventures and...

312-902-5493
Mark Reyes Securities Lawyer Katten Muchin law firm Chicago office
Partner

Mark J. Reyes concentrates his practice in corporate and securities matters, including representing issuers and investors in public offerings and private placements of equity and debt securities and advising clients in complex corporate transactions such as mergers, acquisitions, private investments in public equity (PIPEs), private equity investments and joint ventures. He also counsels public companies on securities law compliance, disclosures and corporate governance matters.

Shown below is a selection of Mark’s engagements.

  • Representation of hospitality company in connection with its initial public offering and listing on NYSE, as well as ongoing counseling with respect to compliance with securities laws and NYSE rules, disclosure and corporate governance matters.
  • Representation of NASDAQ-listed public company in the banking industry in connection with strategic transactions, capital raising transactions, compliance with securities laws and NYSE rules, disclosure and corporate governance matters, including strategic acquisitions, notes offering and at-the-market offering.
  • Representation of clean tech manufacturer for industrial equipment in connection with alternative public offering and listing on NASDAQ, as well as ongoing counseling with respect to compliance with securities laws and NASDAQ rules, disclosure and corporate governance matters.
  • Representation of NASDAQ-listed issuer in connection with selling stockholder block trades.
  • Representation of NYSE-listed industrial manufacturer with respect to compliance with securities laws and NYSE rules, disclosure and corporate governance matters.
  • Representation of NASDAQ-listed medical device company with respect to compliance with securities laws and NASDAQ rules, disclosure and corporate governance matters.
312-902-5612
Associate

Alyse Sagalchik concentrates her practice on corporate matters, with an emphasis on mergers and acquisitions, joint ventures, private equity and securities transactions. Alyse also advises companies on a broad range of general corporate, federal securities laws and corporate governance matters, including Securities Exchange Act of 1934 reporting and disclosure matters. She has represented strategic and financial buyers and sellers in M&A transactions ranging in value from $10 million to more than $15 billion and spanning a wide variety of industries, including health...

312.902.5426