By Announcement today, the Division of Corporation Finance has apparently determined that, as a matter of “resource and timing considerations,” it will not respond to no-action requests for relief under Rule 14a-8. But, this Announcement is more of a giveaway to issuers than an exercise in resource allocation. And, more directly, it is an act of hostility toward shareholders.

For example, although the Announcement headlines that staff will not issue no-action relief to companies seeking to exclude shareholder proposals this proxy season—staff is purportedly being neutral and staying out of the mix—the Announcement later allows that, if a company really wants the SEC’s blessing and asks nicely (think, “pretty pretty please”), then all the company needs to do is cite to a rule provision and the Division will issue “no objection” relief. The Division will take the company’s request at face value—(“the Division will not evaluate the adequacy of the representation or express a view on the basis or bases the company intends to rely on in excluding the proposal”). And, notwithstanding that the Division will not do any substantive review of the company’s representations or interpretations, “the Division will respond with a letter indicating that, based solely on the company’s or counsel’s representation, the Division will not object if the company omits the proposal from its proxy materials.”

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