& Securities

The Securities and Exchange Commission (SEC), on June 12, 2025, issued a notice of formal withdrawal of 14 proposed rulemakings issued between March 2022 and November 2023 that were never adopted. Most relevant for U.S. public companies, the SEC withdrew amendments to Rule 14a-8 proposed in July 2022, which sought to amend three of the potential bases for a company to exclude a Rule 14a-8 shareholder proposal – “substantial implementation,” “duplication” and “resubmissions.” As summarized in our prior Alert (available here), the 2022 proposed amendments aimed to change the standards and limit a company’s ability to exclude shareholder proposals on these bases.

Accordingly, the SEC Staff will review no-action requests in a manner consistent with the existing Rule 14a-8 provisions and current guidance and Staff Legal Bulletins (available here), including Staff Legal Bulletin No. 14M issued in February 2025, which is summarized in our prior client Alert (available here). SLB 14M largely rescinded previous guidance that had made it more difficult for companies to exclude shareholder proposals that raised ESG and other policy matters of potentially broad social significance on “economic relevance” and “ordinary business” grounds.

Consistent with the SEC’s focus on utilizing its resources to carry out its mission in a manner aligned with the current administration’s priorities, the SEC also recently ended its defense of the 2024 final climate-related disclosure rules, which remain under litigation in the U.S. Court of Appeals for the Eighth Circuit (see here). Although the SEC could have rescinded the rules, Commissioner Uyeda noted at the May 2025 SEC Speaks conference that rescinding the rules would have impacted Staff resources needed to advance the regulatory priorities, including with respect to cryptocurrency and capital formation.

The SEC’s withdrawal of the rulemakings, along with other recent SEC actions and statements, further signal the realignment of priorities, from an emphasis on policy issues with broad societal impact – e.g., ESG and climate – to an emphasis on the SEC’s core missions of company-specific analyses, investor protection, maintaining fair and efficient markets, and facilitating capital formation. We expect that the SEC’s updated Regulatory Flex agenda, expected to be updated in the coming weeks, will further reflect these shifting priorities.