Podcast: CFTC Issues LIBOR Transition Relief for Swaps
LEGAL ALERT: CFPB Issues Proposed Revisions to No-Action Letter Policy
Open for Business: SEFs Navigate the New Regulatory Environment
Join Bass, Berry & Sims and leading environmental, social, and governance (ESG) along with corporate and securities thought leaders for the next installment of our ESG Impact Webinar series. As public companies prepare for...more
Public companies can breathe a sigh of relief, at least for now, that the Securities and Exchange Commission's 14a-8 regulatory process for excluding shareholder proposals remains intact....more
In Roth v. Foris Ventures, LLC, Nos. 22-16632, 22-16633, 2023 U.S. App. LEXIS 30081 (9th Cir. Nov. 13, 2023), the United States Court of Appeals for the Ninth Circuit partially reversed the dismissal of a shareholder...more
On July 13, 2022, the U.S. Securities and Exchange Commission (SEC), by a 3-2 vote, proposed amendments to the proxy rules that would narrow certain grounds under which companies may exclude shareholder proposals from their...more
On November 3, 2021, the staff (“staff”) of the Division of Corporation Finance (“Division”) of the U.S. Securities and Exchange Commission (“SEC”) published Staff Legal Bulletin No. 14L which reverses a series of...more
In the News. Institutional Shareholder Services (ISS) published its proxy voting guidelines updates for 2021, which include new and updated voting recommendations on federal forum and exclusive forum provisions in companies’...more
In the News. The Consumer Financial Protection Bureau (CFPB) granted a no-action letter (NAL) regarding a proposed small-dollar credit product and sought comment on the CFPB’s plan to study how consumers locate, comprehend...more
New Rules, Proposed Rules, Guidance and Alerts - NEW RULES - SEC Amends Financial Reporting Rules for Investment Company Business Combination Transactions - On May 20, 2020, the SEC adopted amendments to the...more
The Situation: Late last year, a shareholder sued NorthWestern Corporation ("NWE") to compel the company to include a climate-change related proposal in its 2020 proxy materials after NWE had notified the staff of the...more
In This Issue. Federal financial regulators brought January to an impactful conclusion last week. On the morning of January 30, five federal financial regulators issued a proposed rule that would fundamentally modify the...more
The U.S. Securities and Exchange Commission (SEC) issued rule updates and guidance in 2019 that are intended to simplify certain public reporting requirements, clarify the staff’s expectations with respect to no-action relief...more
On October 28, 2019, the SEC's Division of Trading and Markets granted no-action relief for a limited period of time to Paxos Trust Company, LLC from registration as a clearing agency under Section 17A(b)(1) of the Securities...more
SEC/CORPORATE - SEC Proposes New Amendments to Modernize Shareholder Proposal Rules - On November 5, the Securities and Exchange Commission voted to propose amendments to Rule 14a-8 of the Securities Exchange of 1934...more
The U.S. Securities and Exchange Commission (SEC) has issued several important recent updates regarding shareholder proposals and the related no-action request process for companies to consider ahead of the 2019-2020 proxy...more
It’s been a busy late summer and early fall for the Staff of the Division of Corporation Finance (the Staff) as it relates to shareholder proposals and the Staff’s historical involvement in the no-action process related to...more
The SEC published this statement announcing a new position on requests for no action letters to exclude shareholder proposals: After the recent proxy and shareholder proposal season, the Division considered whether...more
During the previous quarter, the SEC proposed new rulemaking to reduce the number of smaller companies that become subject to enhanced reporting requirements through “accelerated filer” and “large accelerated filer” status....more
On February 28, 2019, the Division of Investment Management of the Securities and Exchange Commission issued a no-action letter to the Independent Directors Council (IDC) granting no-action relief to certain situations where...more
On February 28, 2019, the Division of Investment Management (staff) of the Securities and Exchange Commission (SEC) issued a no-action letter (IDC letter) relaxing its views on “in person” voting requirements for investment...more
On January 25, 2019, President Donald Trump signed into law a continuing resolution that immediately reopened the federal government through February 15, 2019. The three-week continuing resolution is a welcome development,...more
In connection with the public roundtable on the proxy voting process (Roundtable) held by the staff of the Securities and Exchange Commission on November 15, 2018, the staff of the SEC’s Division of Investment Management (IM...more
During 2018, the SEC issued rule updates and guidance that are intended to ease certain public reporting requirements and clarify the SEC’s position with respect to the shareholder proposal process. While the SEC is taking...more
On October 23, the SEC’s Division of Corporation Finance issued Staff Legal Bulletin No. 14J (CF) (SLB 14J) to provide new guidance on the application of the “ordinary business” and “economic relevance” exceptions to a public...more
On November 1, 2017, the Division of Corporation Finance of the U.S. Securities and Exchange Commission (SEC) released Staff Legal Bulletin No. 14I (SLB 14I), which provides important guidance to public companies reviewing...more
The U.S. Securities and Exchange Commission staff’s release of Staff Legal Bulletin No. 14I ahead of the upcoming proxy season appears to reflect several issuer-friendly modifications to the staff’s processing of no-action...more