Last week, two shareholder advocacy groups – the Interfaith Center on Corporate Responsibility and As You Sow – sued the SEC over its statement issued last November that it wouldn’t respond to Rule 14a-8 no-action requests – at least until September 30, 2026 – unless a company is seeking relief under Rule 14a-8(i)(1). Here’s a press release from the shareholder advocacy groups – and here’s …
Corp Fin Issues New “ATM/Baby Shelf” CFI
Cooley’s Reid Hooper and Asa Henin note that Corp Fin issued this new Form S-3 CFI yesterday on baby shelfs and at-the-market offerings (CDIs are now called “CFIs,” which I’ll be blogging about next week): “Question 116.26: A company entered into a sales agreement with a named selling agent for an at-the-market offering of an amount of securities that the company reasonably expected to offer and …
Shareholder Proposals: What Do the Exclusion Notices Look Like So Far?
Following up on our latest blog with 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 is seeking relief under Rule 14a-8(i)(1), the “not a proper subject under federal or state law” exclusion basis for companies incorporated in Delaware. Companies are still required to …
Will the SEC Propose to Make Quarterly Reporting Optional in April?
We know that the SEC has numerous rulemakings in the hopper – a SEC proposal to limit Rule 15c2-11 to equity securities dropped a few days ago – but we’ve been wondering when some of the “biggies” will make their appearance. According to this WSJ article, a proposal to give companies the choice to move from quarterly to semi-annual reporting might be released next month. …
The Shareholder Proposal Exclusion Risk Is Real: One More Lawsuit Settlement (By Agreeing to Implement the Proposal!)
It’s starting to look like the norm is that companies settle if they get sued after they decide to exclude a shareholder proposal. But whereas the other two settlements so far this proxy season involved the companies agreeing to include the shareholder proposal in their proxies – as the “Responsible Investor” reports in this article – this third company settled a lawsuit by agreeing to …
Section 16 for FPIs: Temporary No-Action Relief for Insiders in War-Torn Countries
On Friday, Corp Fin granted global no-action relief to insiders of foreign private issuers in countries impacted directly by the war going on in Iran – so that the compliance deadline for those insiders is April 20th (rather than March 18th). The countries impacted are those “organized and headquartered in Israel or any other foreign jurisdiction in the geographical region directly affected by the conflict.” …
Section 16 for FPIs: Delinquency Relief Available
Knowing that the SEC’s EDGAR staff is facing a backlog to process a deluge of Form IDs – which will contribute to delinquencies in the early days for FPIs required to file their Form 3s on March 18th – Corp Fin added these two additional FAQs last night to the five FAQs it posted last week: “(6) Question: A director or officer of a foreign …
The Shareholder Proposal Exclusion Risk Is Real: Two More Lawsuits Filed
For the proxy season, we are now at a total of five lawsuits filed after Rule 14a-8(j) notices were sent to the SEC, as two new lawsuits were filed since I last blogged that two of these lawsuits had settled (with the company agreeing to include the proposal in their proxy as part of each settlement). The two new lawsuits are:
Section 16 for FPIs: Corp Fin Posts Five FAQs
Yesterday, Corp Fin posted a set of five FAQs related to the Section 16 obligations that commence on March 18th for insiders of foreign private issuers (those that aren’t exempt). The FAQs deal with the issues of:
A Small Hodgepodge of New – and Revised – CDIs
Since it seems like we can’t go a week without new or revised CDIs from Corp Fin – the gift that keeps on giving – of course, we had a few new ones drop on Friday. Most of the revised CDIs relate to Rule 701 and in many of those, the only thing that changed was the amount got bumped from $5 million to $10 …