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For those of you who have followed this blog for a long time, you may be asking yourself “Why does Dave always seem to blogging about government shutdowns?” I promise you that I do not have some sort of weird government shutdown fixation, it just seems that our elected representatives in Congress consistently have a hard time getting their act together to fund the government, so we go through this now seemingly routine cycle of getting down to the wire on a government shutdown, with a bad habit of averting the crisis at the very last minute. With chaos reigning in Washington these days, the prospect of a government shutdown after March 14 seems more likely, and this time we could be in for lengthy shutdown given the views of the Administration toward the federal workforce and the distinct lack of any incentive on the part of either party to reach across the aisle to find a solution. Perhaps it is time again to start playing The Government Shutdown Blues!

Not to get off-topic too much here, but my seemingly endless fixation with government shutdowns prompts some reflection on certain of my less-than-stellar parenting moments, when I would very often lecture my kids about Aesop’s fable of the boy who cried wolf, and in particular how frequently raising the alarm about something that did not happen would lessen one’s credibility when in fact something significant did happen. I am certain that these lectures have caused my children everlasting distress and anxiety, and for that I am truly sorry. Perhaps I should get a taste of my own medicine when it comes to always raising the alarm on government shutdowns.

As this Reuters article notes, the Speaker of the House is aiming to hold a vote on a continuing resolution by next Tuesday, and he believes that he has enough votes to pass the bill, although we have all seen this movie before and we know that a lot of things could go wrong between now and March 14. Given the prevailing uncertainty, I incorporate by reference into this blog some of my greatest hits on shutdown preparedness, including my top ten takeaways from the Staff’s previous shutdown guidance that you should consider now in the face of yet another potential government shutdown:

– Government Shutdown Watch: Here We Go Again!
– Government Shutdown Blues – The Staff Weighs In!
– The Final Countdown: Where Do We Go from Here?
– Government Shutdown Blues
– Government Shutdown Watch: Here We Go Again
– Shutdown Showdown: Preparing for an SEC Shutdown

As I did at around this time last year, I will note one piece of guidance that is particularly relevant at this point in the proxy season. Corp Fin’s latest government shutdown guidance from December 2024 notes:

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.

In light of this stark warning, companies with a Rule 14a-8 no-action request pending with the Staff should reach out to check on the status of that request and should prepare contingency plans in the event that they do not receive a response from the Staff prior to mailing the proxy materials. In past government shutdown scenarios, we have seen companies note in their proxy materials that a no-action request is pending with the Staff regarding the potential exclusion of the proposal, and if the company hears back from the Staff that the proposal can be excluded, the proposal would not be presented for a vote at the annual meeting. I would also note that today is a great time to call your examiner in Corp Fin about any pending registration statements that you would like to get effective before any potential government shutdown kicks in.

– Dave Lynn