In Harvard Law School Forum on Corporate Governance, Capital Markets Partners Examine SEC Staff Expanding No-Action Relief for Retail Voting Programs

In a Harvard Law School Forum on Corporate Governance article, attorneys authored an article on the staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission granting no-action relief to Tesla for its proposed framework for the issuer voluntary retail shareholder voting programs (each, an IVRVP) by public companies. Under an IVRVP, a participating retail shareholder may give a standing instruction to have its shares voted at each shareholder meeting in line with the recommendations of the issuer’s board of directors (a standing instruction).

The article summarizes the features the Tesla framework shares with the Exxon retail voting program, how it differs, the arguments Tesla advanced in support of relief, and the provisions for which Tesla did not seek relief.

The article was authored by capital markets partners Thomas Fraser, Michael Littenberg, Craig Marcus, Christopher Capuzzi, Tom Danielski and Tara Fisher.