SEC No-Action Relief Offers a Roadmap for Foreign-Incorporated Companies Caught Between Home-Country Law and U.S. Proxy Rules

On April 8, 2026, the SEC’s Division of Corporation Finance issued a no-action letter addressing a structural conflict that arises for companies incorporated in the Netherlands, listed on a U.S. exchange, but without foreign private issuer (FPI) status, leaving them fully subject to U.S. domestic proxy rules under Regulation 14A.

The conflict stems from a timing mismatch: Dutch law fixes the record date at 28 days before a shareholder meeting, while Rule 14a-16(a) requires distributing the Notice of Internet Availability of Proxy Materials at least 40 calendar days out.

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