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

The SEC’s Division of Corporation Finance just announced that it will largely step back from the shareholder proposal no-action letter process for the current proxy season (October 1, 2025 – September 30, 2026).

The Division cited three reasons: resource constraints following the recent government shutdown, a high volume of registration statements competing for staff attention, and the extensive existing body of guidance already available to companies and proponents. The announcement aligns with the deregulatory approach we flagged in September when discussing potential reforms to the shareholder proposal process under the current SEC.

Continue reading on the Cleary M&A and Corporate Governance blog.

With thanks to Bobby Bee, Public Company Practice Development Lawyer, for his invaluable contributions to this blog post.