The Harvard Law School Forum on Corporate Governance https://corpgov.law.harvard.edu The leading online blog in the fields of corporate governance and financial regulation. Fri, 03 Apr 2026 11:32:39 +0000 en-US hourly 1 https://wordpress.org/?v=6.5.8 https://corpgov.law.harvard.edu/wp-content/uploads/2024/02/cropped-photography-4-e1706898544564-1-32x32.png Statement Commenting on the SEC’s Withdrawal from the No Action Process – The Harvard Law School Forum on Corporate Governance https://corpgov.law.harvard.edu 32 32 Statement Commenting on the SEC’s Withdrawal from the No Action Process https://corpgov.law.harvard.edu/2026/01/28/statement-commenting-on-the-secs-withdrawal-from-the-no-action-process/?utm_source=rss&utm_medium=rss&utm_campaign=statement-commenting-on-the-secs-withdrawal-from-the-no-action-process https://corpgov.law.harvard.edu/2026/01/28/statement-commenting-on-the-secs-withdrawal-from-the-no-action-process/#respond Wed, 28 Jan 2026 12:30:24 +0000 https://corpgov.law.harvard.edu/?p=178996?d=20260127170411EST Posted by Josh Zinner, Timothy Smith, and Beth-ann Roth, ICCR & Shareholder Rights Group, on Wednesday, January 28, 2026
Editor's Note:

Josh Zinner is the CEO, Timothy Smith is the Senior Policy Advisor, and Beth-ann Roth is the General Counsel at the Interfaith Center on Corporate Responsibility (ICCR). This post is based on a statement released by the ICCR and the Shareholder Rights Group.

The recent announcement by the SECʼs Division of Corporation Finance that its staff will not, during the 2026 proxy season, “… respond to no-action requests related to any basis for exclusion other than 14a-8(i)(1)” leaves both companies and investors in uncertain, uncharted waters. The lack of staff input deprives companies and proponents of an orderly and time-honored process.

We are concerned about the Division’s new approach and believe that companies would be unwise to rely on it as a basis to unilaterally decide to omit a resolution without considering further input from proponents.

For decades, shareholder proposals have been a key mechanism for investors to engage with the companies they own, and they have become an indispensable part of corporate governance. Shareholder engagement has encouraged many companies to adopt governance policies that are now widely adopted as best practices and recognized as important to long-term value creation. And resolutions relating to environmental and social impacts have led to important changes such as widespread adoption of human rights due diligence, corporate codes of conduct, and better management of climate risks.

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