Log in or register
Share on LinkedInShare on LinkedIn

ARTICLE · 27 NOVEMBER 2025

SEC No Longer A "Referee" In The Shareholder Proposal Process

K&L Gates
K&L Gates
Contributor
K&L Gates

K&L Gates

The Firm K&L Gates is an integrated, international law firm. As a single global law firm, truly...

View firm profile
Explore more from K&L Gates

On 17 November 2025, the Division of Corporation Finance (the Division) of the US Securities and Exchange Commission (the SEC) issued a statement announcing that it will not respond to or express views on most no-action requests from companies seeking to exclude shareholder proposals from their proxy materials pursuant to Rule 14a-8 of the Securities Exchange Act of 1934.

United StatesCorporate/Commercial Law
Julie F. Rizzo
Julie F. Rizzo
Leigh Krafchek
Leigh Krafchek

On 17 November 2025, the Division of Corporation Finance (the Division) of the US Securities and Exchange Commission (the SEC) issued a statement announcing that it will not respond to or express views on most no-action requests from companies seeking to exclude shareholder proposals from their proxy materials pursuant to Rule 14a-8 of the Securities Exchange Act of 1934. The announcement applies to the current proxy season, which runs from 1 October 2025 through 30 September 2026, as well as outstanding no-action requests received before 1 October 2025 to which the Division has not yet responded.

The Division cited resource and timing considerations along with a large volume of pending registration statements and other time-sensitive filings following the recent government shutdown as the reason for taking this action. The Division also noted there is an extensive body of guidance on shareholder proposal no-action requests that is available to both companies and

We operate a free-to-view policy, asking only that you register in order to read all of our content. Please login or register to view the rest of this article.

Register for freeORLog in

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

View source

Related Articles

Legal Intelligence Newsletters: sign up for the latest legal and regulatory news on your chosen topics

Read more about

Related Comparative Guides

See more popular content from

Article

Healthcare Trends & Transactions Q2 2026

Healthcare M&A activity maintained steady momentum through Q2 2026, driven by physician practice consolidation, AI-enabled technology acquisitions, and strategic outpatient expansion. Private equity investment persisted despite intensifying regulatory scrutiny of MSO arrangements, while digital health buyers paid significant premiums for platforms demonstrating production-grade AI capabilities and proprietary data assets.
United StatesCorporate/Commercial Law
Bass, Berry & Sims PLC
Bass, Berry & Sims PLC
Article

CLIENT ALERT: 2026 Mid-Year Update On SEC And CFTC Enforcement

The SEC and CFTC have fundamentally shifted their enforcement approach in 2026, moving away from high-volume technical violations toward targeted actions addressing serious fraud and market manipulation. This mid-year update examines new leadership priorities, enhanced inter-agency coordination, revised cooperation policies, the elimination of "no-deny" settlement provisions, and a landmark Supreme Court ruling on disgorgement that collectively reshape the regulatory landscape for market participants.
United StatesCorporate/Commercial Law
Sher Tremonte
Sher Tremonte
Article

Sanofi And Regeneron Expand Immunology Collaboration In Deal Worth Up To $8 Billion

Sanofi and Regeneron Pharmaceuticals announce a major expansion of their immunology partnership, committing up to $8 billion to develop and commercialize four long-acting antibodies targeting key inflammatory pathways. The collaboration includes a $1 billion upfront payment and milestone-based payments, with both companies sharing development costs and future profits equally.
United StatesCorporate/Commercial Law
Goodwin Procter LLP
Goodwin Procter LLP
Article

California Expands Sales And Use Tax To SaaS And Certain Digital Products Starting 1 January 2027

California is implementing a major tax policy shift that will subject software-as-a-service, remotely accessed software, and digital products to sales and use tax beginning January 1, 2027. The California Department of Tax and Fee Administration has proposed emergency regulations establishing sourcing rules, a $5 million threshold that shifts tax liability from retailers to purchasers, and key exemptions for custom software and certain service-based digital products.
United StatesTax
K&L Gates
K&L Gates
Article

Text-Message Marketing In Texas, One Year After SB 140

Texas Senate Bill 140 (SB 140) took effect 1 September 2025, and applies to conduct occurring on or after that date. The bill amended Section 302 of the Texas Business and Commerce Code to extend registration and disclosure requirements to text messages by expanding the definition of “Telephone solicitation,” which previously applied only to a “telephone call,” to include certain transmissions of text or graphic messages and images. In addition, SB 140 added a definition of “Telephone call” that incorporates the definition found in Section 304, which includes certain text or graphic messages and images, but excludes certain agreed-to transmissions.
United StatesMedia, Telecoms, IT, Entertainment
K&L Gates
K&L Gates
Article

SEC And CFTC Open Door To Tokenized Markets After Clarity Fails To Advance

The SEC and CFTC have issued coordinated regulatory relief measures that significantly advance crypto-based trading infrastructure in US markets, bypassing Congressional gridlock on the CLARITY Act. These orders establish new frameworks for tokenized securities venues and passive software providers, potentially reshaping how digital assets are traded and accessed in regulated markets.
United StatesFinance and Banking
K&L Gates
K&L Gates
Article

EU AI Act: Final Guidelines On Transparency Obligations Under Article 50

The European Commission has issued guidelines on transparency obligations under Article 50 of the EU AI Act, clarifying how providers and deployers must inform individuals when they interact with AI systems or are exposed to AI-generated content. These non-binding guidelines address a wide range of AI applications, from chatbots to deepfake technologies, and establish four main transparency scenarios with specific disclosure requirements that businesses must now prepare to implement.
European UnionGovernment, Public Sector
K&L Gates
K&L Gates
Article

Venezuela's Reopening: Investment, Infrastructure, And Technology Opportunities In A Rebuilding Latin America

Venezuela's post-Maduro reopening is creating unprecedented opportunities for foreign investors across energy, mining, telecommunications, and infrastructure sectors. With expanding OFAC sanctions relief, landmark legislative reforms, and major US companies nearing multibillion-dollar deals, the country presents investment prospects not seen in a generation—though success requires disciplined navigation of corruption, security, and regulatory risks.
United StatesInternational Law
K&L Gates
K&L Gates
Article

China’s A-Share Market Expands Closing-Price Trading: Implications For Funds And Institutional Investors

China's stock exchanges have implemented three major trading rule changes effective July 6, 2026, designed to enhance market quality and align practices with international standards. The reforms expand after-hours trading, modify public fund pricing mechanisms, and adjust price limits for risk-warning stocks. How will these structural changes impact institutional investors, ETF efficiency, and overall market participation in China's evolving capital markets?
ChinaFinance and Banking
K&L Gates
K&L Gates
Article

New EU Withdrawal Button Requirement: Practical Implications And Recommendations For US And Global Online Sellers

The European Union's new Consumer Rights Directive amendment introduces a mandatory "withdrawal button" for online merchants, fundamentally changing how consumers exercise their 14-day right of withdrawal from distance contracts. This requirement, effective June 19, 2026, applies to any trader—including US-based companies—actively selling to EU consumers, creating new compliance obligations around button placement, design standards, data collection, and confirmation processes. Understanding whic
European UnionConsumer Protection
K&L Gates
K&L Gates