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 notify the SEC and proponents of their intention to include under Rule 14a-8(j) – and the SEC has been posting these Rule 14a-8(j) notices on its website.
Courtesy of Cooley’s Michael Mencher, here are the stats of what the exclusion notices look like as of late last week:
1. There haven’t been any 14a-8(i)(1) letters – and there have been a total of 141 Rule 14a-8(j) notifications. Note that most of these included a representation asking for a Corp Fin response; there are a number of (j) notices where the staff didn’t respond because the company didn’t request it. There are also a handful of companies that withdrew their Rule 14a-8(j) notifications after they had submitted it to the SEC.
2. Of these 141 Rule 14a-8(j) notifications with a staff response, here is what was argued by the company:
Authored by
Broc Romanek