December 23, 2025

Transcript: “This Year’s Rule 14a-8 Process – Corp Fin Staff Explains What You Need to Know”

The transcript is now available for our recent webcast – “This Year’s Rule 14a-8 Process: Corp Fin Staff Explains What You Need to Know.”

We heard from Corp Fin Chief Counsel, Michael Seaman, and Corp Fin Counsel, Emma O’Hara, on how the Staff will handle the Rule 14a-8 process for the 2026 proxy season in light of Corp Fin’s November statement. Cooley’s Reid Hooper and Gibson Dunn’s Ron Mueller also shared their perspectives on strategy and how issuers should be thinking about and approaching the new process, and I had the joy of returning to my “webcast moderator” role for this event. Topics included:

– How the Staff is working through its post-shutdown backlog

– The expected substance of the notice submitted by companies under this year’s Rule 14a-8 approach

– What language should be included for the “unqualified representation”

– What to do after submission

– What happens if there’s a withdrawal

– The carve-out for Rule 14a-8(i)(1) requests

The on-demand replay of this program is available here – and continues to be free to anyone who wants access, even if you aren’t currently a member of this site. We aren’t offering CLE credit for this one, but we have plenty of other programs for members if you need to get credits before year-end!

If you’re not yet a member of TheCorporateCounsel.net, try a no-risk trial now. Our “100-Day Promise” guarantees that during the first 100 days as an activated member, you may cancel for any reason and receive a full refund. If you need assistance, send us an email at info@ccrcorp.com – or call us at 800.737.1271.

Liz Dunshee

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