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No-Action Relief Granted With Regard To Certain Foreign Issuer Preliminary Proxy Filing Requirements

by David S. Bakst
Mayer Brown LLP - New York Office

Harry R. Beaudry
Mayer Brown LLP - Houston Office

John P. Berkery
Mayer Brown LLP - New York Office

Edward S. Best
Mayer Brown LLP - Chicago Office

Laura D. Richman
Mayer Brown LLP - Chicago Office

April 11, 2014

Previously published on April 9, 2014

The staff (“Staff”) of the US Securities and Exchange Commission (the “SEC”) has provided no-action relief to certain foreign issuers that are subject to the SEC’s proxy rules. The relief allows these issuers to avoid filing preliminary proxy statements with the SEC where the only proposals being acted upon at the stockholders’ meetings are matters required by applicable foreign law or matters specifically exempted from preliminary proxy filing requirements by Rule 14a-6 under the Securities Exchange Act of 1934. These no-action letters are limited to foreign issuers organized under the laws of the jurisdictions examined in the applicable no- action requests with respect to the proposals specifically discussed in such letters.


The views expressed in this document are solely the views of the author and not Martindale-Hubbell. This document is intended for informational purposes only and is not legal advice or a substitute for consultation with a licensed legal professional in a particular case or circumstance.

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