Securities & Markets

SEC Staff Legal Bulletin on Rule 14a-8 Shareholder Proposals

The SEC's Division of Corporation Finance published Staff Legal Bulletin No. 14K to provide guidance on Rule 14a-8 concerning shareholder proposals. The bulletin clarifies the analytical framework for excluding proposals under the ordinary business operations exception and addresses issues related to micromanagement and proof of ownership.

SEC Shareholder Proposals Staff Legal Bulletin 14M

The SEC's Division of Corporation Finance has published Staff Legal Bulletin No. 14M, providing updated guidance on Rule 14a-8 concerning shareholder proposals. This bulletin rescinds previous guidance (SLB 14L) and clarifies the application of rules related to economic relevance and ordinary business operations.

SEC Staff Legal Bulletin 14L on Shareholder Proposals

The SEC's Division of Corporation Finance has published Staff Legal Bulletin 14L, updating guidance on Rule 14a-8 shareholder proposals. This bulletin rescinds prior guidance and clarifies the application of the ordinary business and economic relevance exceptions, aiming to simplify the no-action request process.

SEC Staff Legal Bulletin 21: Antifraud Provisions for Municipal Securities

The SEC's Office of Municipal Securities has published Staff Legal Bulletin No. 21 to clarify the application of antifraud provisions to public statements made by municipal issuers in the secondary market. The bulletin emphasizes that these provisions apply to any statement reasonably expected to reach investors and the trading markets, aiming to enhance investor protection and disclosure practices.

SEC Shareholder Proposals Staff Legal Bulletin 14J

The SEC's Division of Corporation Finance published Staff Legal Bulletin No. 14J to provide guidance on Rule 14a-8 concerning shareholder proposals. The bulletin clarifies the division's views on board analyses for excluding proposals based on economic relevance or ordinary business exceptions, and the application of micromanagement and compensation-related exclusions.

SEC COVID-19 Disclosure Considerations for Company Operations

The SEC's Division of Corporation Finance issued guidance on COVID-19 disclosure considerations for public companies regarding operations, liquidity, and capital resources. This guidance, originally issued on June 23, 2020, has since been withdrawn.

SEC Guidance on COVID-19 Business Disclosures

The SEC's Division of Corporation Finance issued guidance on COVID-19 business disclosures on March 25, 2020. This guidance has since been withdrawn as of May 6, 2025, indicating it is no longer current.

SEC Sample Letter on Crypto Asset Market Developments (Withdrawn)

The SEC has withdrawn a sample letter issued in December 2022 that provided guidance to companies on their disclosure obligations related to crypto asset market developments. The letter, which was intended to help companies assess and disclose the impact of market events on their business, is no longer considered current guidance.

SEC Sample Letter on XBRL Disclosures

The SEC's Division of Corporation Finance has issued a sample letter providing illustrative comments on XBRL and Inline XBRL disclosures for companies. This guidance aims to improve the quality of corporate financial data filed under the Securities Act and Exchange Act, particularly in light of the Financial Data Transparency Act.

SEC Sample Letter on China-Specific Disclosures

The SEC's Division of Corporation Finance issued a sample letter reminding China-based public companies of their disclosure obligations under the Holding Foreign Companies Accountable Act (HFCAA) and federal securities laws. The guidance focuses on risks related to the PRC government's role, variable interest entity structures, and forced labor concerns.