January 9, 2019
Shareholder Proposals: Impact of SEC’s Shutdown?
Now that we’re getting pretty deep into this government shutdown, you might be wondering whether all those no-action requests for Rule 14a-8 are just sitting in a pile in Corp Fin’s Office of Chief Counsel. Yep, they are (except everything is digital now – that really kills the imagination). Given that most no-action letter requests come in towards the end of December – beginning of January, that could really back things up this proxy season. And this webpage on the SEC’s site shows a bunch of requests pending from November & December. At some point, those companies may have to decide whether to exclude (or not) without the benefit of a Corp Fin no-action response…
Here’s a few random thoughts:
1. Any other former members of Corp Fin’s “Shareholder Proposal Task Force” fantasize about being called back into action for a short stint to help the Staff catch-up? An all-nighter with pizza & apple sodas? Akin to a “hackathon”…
2. When I get asked how I think I’m gonna go – yes, people do ask me that! – I typically reply “death by suffocation.” They then ask me to explain. And I describe being in a small room with someone pouring in reams of blank paper from a hole in the ceiling. Not stopping til I can’t breathe anymore…
3. Headline news when shutdown ends? “Staff Decides All No-Action Requests by Flip of a Coin.”
Removing the Delaying Amendment: An Example
Speaking of the SEC’s shutdown, Bass Berry’s Jay Knight blogged yesterday about an example of someone pulling their “delaying amendment.” Last month, I blogged about how Corp Fin’s 14 FAQs for the shutdown allow for this – and I noted how that’s pretty wild stuff given the sacred nature of “delaying amendments” to this former Staffer…
Tomorrow’s Webcast: “Pat McGurn’s Forecast for 2019 Proxy Season”
Tune in tomorrow for the webcast — “Pat McGurn’s Forecast for 2019 Proxy Season” — when Davis Polk’s Ning Chiu and Gunster’s Bob Lamm join Pat McGurn of ISS to recap what transpired during the 2018 proxy season — and predict what to expect for 2019. Please print these “Course Materials” in advance – it’s Pat’s deck that he will be working with…
– Broc Romanek