TheCorporateCounsel.net

I recognize that, like me, you may now be numb to the shenanigans that are going on in Congress these days, but word this week that Republicans are expecting a government shutdown as noted in this Axios article has prompted concern that the SEC Staff could be furloughed as early as March 8, which is just two weeks away. By now, we should all know the drill – if you have matters pending with Corp Fin that may require the Staff’s attention two weeks from now (e.g., declaring a registration statement effective, clearing comments on a proxy statement or receiving no-action relief), you should contact the Staff as soon as possible to discuss the plan going forward. To this end, I shall incorporate by reference my blog from last September where I provided my top ten takeaways from the Staff’s updated government shutdown guidance. I will highlight one particular point that is relevant to this time of year – the Staff’s September 2023 government shutdown guidance specifically noted:

Will the Division provide a response to my Rule 14a-8 no-action request if I need to print my proxy materials during the shutdown?

No. The staff will not be able to review or respond to 14a-8 materials during a shutdown. We ask that companies and proponents work together to resolve questions to the best of their ability. It is important to note that the staff’s no-action responses to Rule 14a-8(j) submissions reflect only informal staff views.

The staff will return to reviewing no-action requests when our operating status changes.

Undoubtedly for those companies that have Rule 14a-8 no-action requests pending with the Staff that do not get answered in the next two weeks, some tough calls will have to be made in the event that the government gets shut down in early March as proxy mailing deadlines approach.

– Dave Lynn